1
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
(Amendment No. _______)*

CASTLE & COOKE, INC.
(Name of Subject Company (issuer))

DAVID H. MURDOCK - Sole Shareholder of Offeror
FLEXI-VAN LEASING, INC. - Offeror
(Name of Filing Persons (identifying status as offeror, issuer or other person))

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

148433105
(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. Brian J. McCarthy, Esq.
Paul, Hastings, Janofsky & Walker LLP Skadden, Arps, Slate, Meagher & Flom LLP
695 Town Center Drive, Seventeenth Floor 300 South Grand Avenue, Suite 3400
Costa Mesa, California 92626-1924 Los Angeles, California 90071
Telephone: (714) 668-6200 Telephone: (213) 687-5000

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:

[ ] 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.

[ ] 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: [ ]

EXHIBIT INDEX

Exhibit Page
Number Exhibit Description Number
------ ------------------- ------

a-5.1 Press Release issued by Flexi-Van Leasing, Inc. on March 29, 2000. 3
a-5.2 Press Release issued by Castle & Cooke, Inc. on March 29, 2000.* 4

* Filing persons are aware that this press release is being released by Castle &
Cooke, Inc. and the press release is filed herewith for information purposes
only.