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United States securities and exchange commission logo





                            May 26, 2021

       Rory Byrne
       Chief Executive Officer
       Dole plc
       29 North Anne Street
       Dublin 7
       D07 PH36
       Ireland

                                                        Re: Dole plc
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted April 28,
2021
                                                            CIK No. 0001857475

       Dear Mr. Byrne:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1 submitted April 28, 2021

       PROSPECTUS SUMMARY
       Company Overview, page 1

   1.                                                   Please revise to ensure
that the information you include in your summary is balanced. For
                                                        example, please include
prominent disclosure of the amount of your indebtedness and the
                                                        company's dependence on
the proceeds of the offering to repay such debt and meet
                                                        outstanding
obligations, to the extent accurate. To the extent that you cite strengths in
                                                        your summary, please
review each one and revise as necessary to provide balanced
                                                        information, rather
than listing generalized risk factors at the end of this section.
 Rory Byrne
FirstName
Dole plc LastNameRory Byrne
Comapany
May        NameDole plc
     26, 2021
May 26,
Page 2 2021 Page 2
FirstName LastName
2.       We note your references to the "Share Exchange", "Scheme", and "Scheme
of
         Arrangement" on pages 14 and 57, and elsewhere. Please revise your
summary to include
         prominent disclosure regarding the purpose and effect of the Share
Exchange and Scheme.
3.       We note your statement that you are a leader in value added and fresh
packed vegetables
         in North America and other growth categories across the wider fresh
produce product
         range worldwide. Please define    value-added and fresh packed
vegetables    and    other
         growth categories.    Additionally, please also provide support for
this statement, disclose
         the measure by which you determined your competitive position, and
explain the
         differences. To the extent that this statement is based upon
management's belief, please
         indicate that this is the case.
4.       Please revise page 2 to briefly provide more details concerning the
study conducted by
         IPSOS, including sample size or approximate sample size and number of
brands studied,
         and clarify the meaning of    fresh fruit unaided consumer brand
awareness.
5.       We note your statement on page 3 that the combination of Dole Food
Company and Total
         Produce will drive    significant growth and cost benefits through the
realization of
         synergies across the enlarged business.    However, your risk factor
on page 46 states that
         you do not anticipate full integration and, as a result,    expect
modest organizational
         synergies    between your businesses. Please reconcile.
Industry Overview and Market Opportunity, page 4

6.       We note your use of Nielson data to support your statement that fresh
produce is a key
         growth driver in grocery stores. Please revise to clarify the
underlying data used and the
         calculations you performed based on such data.
Our Competitive Strengths, page 5

7.       Please revise to name the competitors shown in the graphic on pages 6
and 132, and
         discussed in the surrounding text, as well as the basis for the
rankings shown, including
         whether certain companies were excluded. With respect to the footnote
to the graphic on
         page 7, please clarify which countries or producers were excluded in
the market share
         calculations. For example, with respect to value added vegetables,
list the other types of
         non-retail sales that were excluded.
Our Growth Strategy, page 11

8.       On page 11 you state that you were the global #1 in fresh produce for
fiscal year 2020.
         Please revise to state how this was calculated.
Summary Historical and Pro Forma Consolidated Financial Information , page 23

9.       We note that your pro forma non-GAAP measurement included your share
of revenue of
         equity accounted investments. This appears to be an individually
tailored accounting
         policy and appears to violate Rule 100(b) of Regulation G. Please
revise and remove the
 Rory Byrne
Dole plc
May 26, 2021
Page 3
         reconciling items throughout the filing, including any segment
disclosures, related to your
         equity investments. Refer to Non-GAAP financial measures Question
100.04 of C&DI
         dated April 4, 2018.
10.      Please revise throughout the filing to present GAAP measures prior to
the presentation of
         non-GAAP measures. For example, on pages 1 and 7 you disclose the
percentage of
         Adjusted Revenue of fresh fruit and fresh vegetable, but do not
present the comparable
         percentage of GAAP revenue. Notwithstanding the above comment, on page
101 you
         discuss Adjusted revenue by segment, but do not discuss revenue by
segment. On pages 3
         and 5 you disclose pro forma Adjusted Revenue prior to pro forma
Revenue. In addition,
         any non-GAAP charts, such as the ones presented on pages 6 and 7,
should be preceded
         by an equally prominent GAAP chart.
RISK FACTORS
Adverse weather conditions, natural disasters, crop disease, pests and other
natural conditions...,
page 27

11.      Please include a separate risk factor addressing Tropic Race 4 (TR4).
In your revised
         disclosure, clarify the severity and possible effects of the disease,
discuss any material
         impacts you have experienced, and quantify the related costs you have
incurred and
         reasonably expect to incur. In this regard, we note, for example, a
press release from July
         30, 2020, located on the company   s website, where you characterize
TR4 as an
            existential threat to bananas    and include a number of actions
taken by the company to
         address TR4, including ramping-up your TR4 response plan, implementing
site-specific
         TR4 prevention activities, and instituting a three-year containment
program.
Description of the Transaction, page 57

12.      Please revise to state the amount of the C&C Promissory Note on page
61.
13.      Please revise to provide more detail concerning the claims that have
been asserted in
         connection with the 2018 Transaction on page 63, including the type
and amount of such
         claims.
14.      Please revise page 66 to state the price upon which the Trademark
License is being
         extended, if material, and describe or cross-reference such
arrangement in the Related
         Party section.
Industry, Market and Other Data, page 69

15.    Page 69 indicates you commissioned data presented in the registration
statement. Please
FirstName LastNameRory Byrne
       tell us what consideration you gave to filing the third party's consent
as an exhibit to the
Comapany    NameDole
       registration     plc as required by Section 7 of the Securities Act and
Securities Act
                    statement
May 26,Rule
         2021436.
               Page 3
FirstName LastName
 Rory Byrne
FirstName
Dole plc LastNameRory Byrne
Comapany
May        NameDole plc
     26, 2021
May 26,
Page 4 2021 Page 4
FirstName LastName
Use of Proceeds, page 71

16.      Please revise to disclose the estimated net amount of the proceeds
broken down into each
         principal intended use thereof. If the anticipated proceeds will not
be sufficient to fund all
         the proposed purposes, the order of priority of such purposes should
be given, as well as
         the amount and sources of other funds needed. With respect to the
intended debt
         repayment, describe the interest rate and maturity of such
indebtedness and, for
         indebtedness incurred within the past year, the uses to which the
proceeds of such
         indebtedness were put. Refer to Item 3C of Form 20-F.
Unaudited Pro Forma Condensed Consolidated Financial Information , page 77

17.      Clarify how you have reflected the consummation of debt financing in
connection with the
         Transaction in the pro forma information. If the financing will not be
used to pay off debt
         in connection with the Transaction, please clarify that fact.
18.      Please address the following in the pro forma information for clarity:
             In the introductory paragraphs on page 77 please provide a
detailed description of
             each transaction for which a pro forma effect is being given. For
example, clarify the
             nature of "the Transaction based on the historical financial
position and results of
             operations of Total Produce and Dole Food Company.
             Since Total Produce is considered the accounting acquirer of Dole
Food Company,
             please present the Total Produce Historical column on page 80
first.
             Please revise to similarly title each adjustment on the pro forma
financial statements
             on pages 79 and 80 as described in the notes to the pro forma
information. For
             example, adjustment "A" on page 79 should be labeled as such on
page 83.
             We note on page 57 that the Transaction agreement will be effected
in a series of
             steps. Please revise the pro forma information to clarify how each
step is considered.
             For example, in the first step, clarify how you have reflected the
shares issued to
             Total Produce in the Share Exchange. For the second step, clarify
why you present
             Dole Food Company in the pro forma columns on pages 79 and 80,
instead of DFC
             Holdings.
             Clarify why adjustments "i" through "l" on pages 84 and 85 are
included in the
             subheading, "Transaction Accounting Adjustments Related to IPO".
Revise the
             subheading to clarify that it encompasses repayment of debt from
the offering
             proceeds.
19.      Please disclose how you determined the value of share consideration of
$215 million.
20.      You provide a preliminary purchase price allocation for Dole Food
Company's historical
         assets and liabilities on page 82. Please revise to clarify how the
adjustments for each
         balance sheet line were made in the pro forma information. For
example, you may want to
         revise adjustment "j" on page 85 to clarify how those adjustments
relate to the purchase
         price allocation. In this respect, we note that the line items in
adjustment "j" are not easily
         compared to the purchase price allocation on page 82.
 Rory Byrne
FirstName
Dole plc LastNameRory Byrne
Comapany
May        NameDole plc
     26, 2021
May 26,
Page 5 2021 Page 5
FirstName LastName
21.      With respect to explanation note (e) on page 83, please tell us where
the adjustment is
         reflected in the Pro Forma Condensed Consolidated Financial
Statements.
22.      We note you will receive $538 million of cash from IPO Transaction as
noted on page 80
         note M. We further note on page 85 note (n) that the net proceeds is
$565 million, please
         explain the discrepancies or revise. Please also reconcile the debt
transactions note N on
         page 80 and the your explanation note (n) on page 85 (i.e your
repayment of $538 million
         in note (n) but your cash reduction is $565 million on page 80).
23.      Please present the historical and pro forma basic and diluted per
share amount and the
         number of shares used to calculate such per share amounts on the face
of the Pro Forma
         Condensed Consolidated Statement of Operations.
MANAGEMENT   S DISCUSSION AND ANALYSIS
Overview, page 87

24.      You state in Risk Factors on page 27 that you have begun seeing
instances of Tropic Race
         4 (TR4), a serious vascular crop disease that affects bananas in some
areas where you
         source product. Please tell us the extent to which you have seen the
disease and what
         consideration, if any, you have considered the disease with respect to
any impairments to
         be recorded in your financial statements. Disclose in Management's
Discussion and
         Analysis any expected trends with respect to how you are managing the
disease, including
         anticipated costs to contain the disease, and the expected impact on
your results of
         operations. Consider disclosing total revenue from bananas that could
potentially be
         affected if the disease spreads across the globe, with a breakdown of
banana revenue in
         areas in which TR4 has been discovered.
BUSINESS
Our Growth Strategy, page 136

25.      Please revise to quantify the estimated investments referenced
throughout this section,
         including, but not limited to, fresh produce market growth, market
penetration, your
         planned expansion into additional territories and categories, and
supply chain
         optimization. In your revised disclosure, please discuss the key
milestones and time
         frames to implement each of these strategies.
Customers, page 144

26.      Please provide additional information concerning your non-retail
customers, including
         your wholesale and foodservice customers.
MANAGEMENT, page 152

27.      We note your statement that you do not have any written employment
agreements with
         named executive officers governing their duties and responsibilities.
Please revise to
         clarify whether you have any employment or compensation agreements
with any of your
 Rory Byrne
Dole plc
May 26, 2021
Page 6
         named executive officers. In this regard, we note references to
retention agreements on
         pages 163 and F-121. To the extent you have employment or compensation
agreements
         with any of your named executive officers, please file these
agreements as exhibits or
         advise why this is not required. See Item 8 of Form F-1 and Item
601(b)(10) of
         Regulation S-K.
DESCRIPTION OF CERTAIN INDEBTEDNESS
Revolving and Term Facilities, page 177

28.      We note that the interest rate of your Revolving Credit Facility and
the Term Loan A
         Facility is tied to LIBOR. Please provide risk factor disclosure
related to the impact of the
         discontinuation of LIBOR on your credit facilities. Alternatively,
please tell us why you
         believe you are not required to do so.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS, page 204

29.      It appears that you do not intend to file a tax opinion relating to
the tax consequences of
         this transaction. Please tell us why you have determined that such a
tax opinion is not
         required for this transaction considering, for example, the
uncertainty relating to your
         PFIC status. Refer to Item 601 of Regulation S-K and and Section III.A
of Staff Legal
         Bulletin No. 19.
Total Produce plc Financial Statements
Notes to Consolidated Financial Statements
2. Basis of Preparation and Summary of Significant Accounting Policies
Revenue Recognition, page F-18

30.      You state that the transaction price for product is measured as
consideration that is
         expected to be received for the sale, net of variable consideration
including provisions for
         returns, discounts, rebates and allowances and that estimated variable
consideration is
         included in the transaction price only to the extent that is is
probable that a significant
         reversal of cumulative revenue recognized would not occur. You also
state that volume
         rebates are recognized as earned by the customer. Please clarify how
your policy with
         respect to volume rebates is consistent with your accounting policy
for variable
         consideration and ASC 606-10-32-5 through 32-9.
5. Segments, page F-25

31.    You state that management uses Adjusted Revenue and Adjusted EBITDA to
evaluate
       segment performance and allocate resources. ASC 280-10-50-22 requires a
company to
       use one measure of profit or loss for each reportable segment. Also
refer to Compliance
FirstName LastNameRory Byrne
       & Disclosure Issue 104.01. Please remove the presentation of Adjusted
Revenue in the
Comapany    NameDole
       financial       plc as it appears that Adjusted Revenue is a non-GAAP
measure, which
                 statements
May 26,is 2021
          not appropriate
               Page 6     to be included in the financial statements.
FirstName LastName
 Rory Byrne
FirstName
Dole plc LastNameRory Byrne
Comapany
May        NameDole plc
     26, 2021
May 26,
Page 7 2021 Page 7
FirstName LastName
DFC Holdings LLC Financial Statements
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies
Revenue Recognition, page F-75

32.      Please present your revenue disaggregation as required by ASC
606-10-50-5.
33.      You state on page F-76 that estimated sales and discounts are recorded
in the period in
         which the related sale is recognized. However, you state that volume
rebates are
         recognized as earned by the customer and, where applicable, Dole's
estimate of sales
         volume over the term of the arrangement. Please clarify your
accounting policy for
         volume rebates and how your policy is consistent with ASC 606-10-32-5
through 32-9.
Agricultural Costs, page F-76

34.      You state that recurring agricultural costs after the preproduction
period, including
         ongoing pruning, fertilization, watering, and farm labor, are
generally capitalized into
         inventory and charged to costs of sales when the related crop is
harvested and sold,
         however you expense the pineapples and bananas costs as incurred.
Please tell us the basis
         for expensing pineapple and banana costs as incurred. Refer to ASC
905-330-25-1 and all
         pertinent authoritative accounting literature in your response.
General

35.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       You may contact Christie Wong at 202-551-3684 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Jeffrey Gabor at 202-551-2544 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      P. Michelle Gasaway, Esq.
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