FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Murdock Justin M.   2. Issuer Name and Ticker or Trading Symbol DOLE FOOD CO INC [DOLE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O DOLE FOOD COMPANY, INC., ONE DOLE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 01/28/2011 (Street) WESTLAKE VILLAGE, CA 91362 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/28/2011   D   16,875 D $ 0 (1) 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 12.5

01/28/2011

D

35,333

(3)

10/22/2019

Common Stock

35,333

$ 0 (1)

40,917

D

Stock Option

$ 9.74

01/28/2011

D

23,250

(4)

11/29/2020

Common Stock

23,250

$ 0 (1)

17,667

D

Stock Option

$ 12.5

05/06/2011

D

17,667

10/22/2010

10/22/2019

Common Stock

17,667

$ 13.99 (2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Murdock Justin M. C/O DOLE FOOD COMPANY, INC. ONE DOLE DRIVE WESTLAKE VILLAGE, CA 91362	X

Signatures

/s/ Jeffrey Conner, attorney-in-fact		05/10/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Justin M. Murdock's restricted stock, all of which was unvested, and all of his unvested stock options, were automatically forfeited upon his January 28, 2011 resignation as an officer and employee of the Company, all in accordance with the Company's 2009 Stock Incentive Plan, as amended.
(2)	Justin M. Murdock's 17,667 vested stock options were cancelled in exchange for payment by the Company of the spread between the $13.99 per share closing stock price on May 6, 2011 (the first open Window Period day following his resignation as an officer and employee of the Company), and the $12.50 per share exercise price of the options, all in accordance with the Company's 2009 Stock Incentive Plan, as amended, and unanimous action by the Corporate Compensation and Benefits Committee of the Company's Board of Directors. All three of the members of the Corporate Compensation and Benefits Committee are Non-Employee Directors as defined in Rule 16b-3(b)(3).
(3)	Vesting in two equal annual installments commencing on October 22, 2011.
(4)	Vesting in three equal annual installments commencing on November 29, 2011.

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