SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No.1)

(Mark One)

[ X ]  Quarterly  report  pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934

For the Quarter Ended March 27, 2004

[ ] Transition report pursuant to Section 13 or 15(d) Of The Securities Exchange
Act of 1934

For the transition period from ______ to _____

Commission File Number:  1-1790



                             DI GIORGIO CORPORATION
             (Exact name of registrant as specified in its charter)


                Delaware                                        94-0431833
      (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                   Identification Number)

          380 Middlesex Avenue
          Carteret, New Jersey                                   07008
(Address of principal executive offices)                      (Zip Code)

                                 (732) 541-5555
              (Registrant's Telephone Number, Including Area Code)



     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No____


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in this Form 10-Q or any amendment to this Form 10-Q.
[ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) Yes__ No_X


As of April 20, 2004,  there were  outstanding  78.1158 shares of Class A Common
Stock and 76.8690 shares of Class B Common Stock.  The aggregate market value of
the voting and non-voting stock held by  non-affiliates  of the registrant is $0
because all voting and non-voting stock is held by affiliates of the registrant.



<PAGE>



                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                      INDEX



PART 1.  FINANCIAL INFORMATION

   Explanatory Note..........................................................  1

Item 1. Financial Statements

   Consolidated Condensed Balance Sheets (Restated and unaudited),
     December 27, 2003 and March 27, 2004....................................  2

   Consolidated Condensed Income Statements (Unaudited),
     Thirteen Weeks Ended March 29, 2003 and March 27, 2004..................  3

   Consolidated Condensed Statement of Stockholders Equity (Unaudited),
     Thirteen Weeks Ended March 27, 2004.....................................  4

   Consolidated Condensed Statements of Cash Flows (Restated and unaudited),
     Thirteen Weeks Ended March 29, 2003 and March 27, 2004..................  5

   Notes to Consolidated Condensed Financial Statements (Unaudited)..........  6

Item 2. Management's Discussion and Analysis of Financial Condition

     and Results of Operations ..............................................  9

Item 3. Quantitative and Qualitative Disclosures About Market Risk........... 12

Item 4. Controls and Procedures.............................................. 12

PART II.          OTHER INFORMATION

Item 5. Other Information.................................................... 14

Item 6. Exhibits and Reports on Form 8-K .................................... 14

Signatures .................................................................. 15


<PAGE>



Part I Financial Information

Explanatory Note

We are filing this Amendment No. 1 on Form 10-Q/A ("Form  10Q/A"),  which amends
and restates  our  Quarterly  Report on Form 10-Q for the  thirteen  weeks ended
March 27, 2004 originally filed on April 29, 2004 ("Original 10-Q") to reflect a
restatement  of our  consolidated  condensed  balance  sheets  and  consolidated
condensed  statements  of cash flows as discussed in Note 4 of the  consolidated
condensed financial  statements.  Subsequent to the issuance of the consolidated
condensed financial  statements for the period ended March 27, 2004, the Company
determined  that certain cash balances should not have been offset against other
balances in the same bank.  In addition,  the Company  determined  that the cash
flows related to the loans  provided by the Company to its  customers  should be
classified  as  investing  activities  rather than as  operating  activities  or
financing  activities  in  its  statements  of  cash  flows.  As a  result,  the
accompanying  consolidated  condensed balance sheets as of December 27, 2003 and
March 27,  2004 and  consolidated  condensed  statements  of cash  flows for the
thirteen  weeks ended March 27, 2004 and March 29, 2003 have been  restated from
amounts previously  reported.  In addition the Company has added the disclosures
required  under  SFAS  132R  to  the  footnotes  to the  consolidated  condensed
financial statements.

We have also updated a limited set of disclosure statements throughout this Form
10-Q/A that were  previously  provided in the  Original  10-Q.  The  explanatory
caption at the beginning of each revised item of this Form 10-Q/A sets forth the
limited nature of the revision therein.

The  following  are the only sections of this Form 10-Q/A that have been revised
from the Original 10-Q:

Part I, item 1 - Financial Statements
Part I, item 2 - Management's Discussion and Analysis
Part I, item 3 - Quantitative and qualitative disclosures about market risk
Part I, item 4 - Controls and procedures

Except as set forth above, this Form 10-Q/A continues to speak as of the date of
the filing of the Original  10-Q,  April 29,  2004,  and we have not updated the
disclosures   contained   herein  to  reflect  any  events  that  have  occurred
thereafter.  For a discussion of events and developments thereafter,  please see
our reports filed with the SEC since April 29, 2004.












                                       -1-



<PAGE>


                     Di Giorgio Corporation and Subsidiaries
                      Consolidated Condensed Balance Sheets
                                 (in thousands)

                                                     December 27,    March 27,
                                                         2003          2004
                                                     (as restated   (as restated
                     ASSETS                           see note 4)    see note 4)
Current Assets:
Cash                                                   $  10,367      $   8,293
  Accounts and notes receivable-net                      109,738        107,021
  Inventories                                             61,204         61,325
  Deferred income taxes                                    2,205          2,303
  Prepaid expenses                                         3,606          3,106
                                                       ---------      ---------
    Total current assets                                 187,120        182,048
                                                       ---------      ---------

Property, Plant and Equipment
  Cost                                                    29,290         29,563
  Accumulated depreciation and amortization              (19,450)       (20,187)
                                                       ---------      ---------
  Net                                                      9,840          9,376
                                                       ---------      ---------

Long-term notes receivable                                11,082          9,142
Other assets                                              24,764         24,487
Deferred financing costs-net                               1,886          2,179
Goodwill                                                  68,893         68,893
                                                       ---------      ---------
Total assets                                           $ 303,585      $ 296,125
                                                       =========      =========

       LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
  Revolving credit facility                            $  12,880      $    --
  Accounts payable                                        67,896         66,468
  Accrued expenses                                        30,652         35,431
  Dividends payable                                         --           10,000
  Notes and leases payable within one year                    64             65
                                                       ---------      ---------
    Total current liabilities                            111,492        111,964
                                                       ---------      ---------

Long-term debt                                           148,300        148,300
Capital lease liability                                    1,877          1,860
Other long-term liabilities                                9,394          9,082
Stockholders' Equity:
  Common stock                                              --             --
  Additional paid-in-capital                               8,002          8,002
  Retained earnings                                       24,520         16,917
                                                       ---------      ---------
    Total stockholders' equity                            32,522         24,919
                                                       ---------      ---------
     Total liabilities & stockholders' equity          $ 303,585      $ 296,125
                                                       =========      =========

            See Notes to Consolidated Condensed Financial Statements

                                      -2-

<PAGE>


                     Di Giorgio Corporation and Subsidiaries
                    Consolidated Condensed Income Statements
                                 (in thousands)
                                   (unaudited)


                                                         Thirteen weeks ended
                                                        March 29,     March 27,
                                                          2003          2004
Revenue:
    Net sales                                          $ 383,015      $ 311,144
    Other revenue                                          2,239          2,622
                                                       ---------      ---------

        Total revenue                                    385,254        313,766

Cost of products sold                                    345,415        276,285
                                                       ---------      ---------

Gross profit-exclusive of warehouse expense
  shown below                                             39,839         37,481

  Warehouse expense                                       15,232         14,756
  Transportation expense                                   7,848          6,975
  Selling, general and administrative expense              8,207          8,446
                                                       ---------      ---------

Operating income                                           8,552          7,304

  Interest expense                                         3,793          3,777
  Amortization-deferred financing costs                      157            169
  Other (income)-net                                        (848)          (831)
                                                       ---------      ---------

Income before income taxes                                 5,450          4,189
Income tax expense                                         2,329          1,792
                                                       ---------      ---------

Net income                                             $   3,121      $   2,397
                                                       =========      =========


            See Notes to Consolidated Condensed Financial Statements

                                      -3-
<PAGE>


                     Di Giorgio Corporation and Subsidiaries
            Consolidated Condensed Statement of Stockholders' Equity
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                              Class A                Class B       Additional
                           Common Stock           Common Stock      Paid-in    Retained
                        Shares     Amount       Shares     Amount   Capital     Earnings    Total
<S>                     <C>           <C>       <C>          <C>    <C>        <C>         <C>
Balance at
December 27, 2003       78.1158       $--       76.8690      $--    $8,002     $24,520     $32,522

Net income                   --        --            --       --        --       2,397       2,397

Dividends                    --        --            --       --        --     (10,000)    (10,000)
                         ------      ----        ------     ----    ------      ------      ------
Balance at
March 27, 2004          78.1158       $--       76.8690      $--    $8,002     $16,917     $24,919
                         ======      ====        ======     ====    ======      ======      ======
</TABLE>












            See Notes to Consolidated Condensed Financial Statements

                                      -4-

<PAGE>

                     Di Giorgio Corporation and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)
                                                          Thirteen weeks ended
                                                          --------------------
                                                         March 29,    March 27,
                                                           2003         2004
                                                       (as restated (as restated
                                                        see note 4)  see note 4)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                               $  3,121      $  2,397
Adjustments to reconcile net income to net cash
provided by operating activities
  Depreciation and amortization of fixed assets               575           576
  Other amortization                                          602           198
  Provision for doubtful accounts                             125           125
  Amortization of pension expense                             243           337
  Gain on sale of equipment                                  --             (18)
  Deferred income taxes                                      (216)          (98)
Changes in assets and liabilities:
  (Increase) decrease in:
  Accounts and  notes receivable                            6,597         1,311
  Inventories                                               1,958          (121)
  Prepaid expenses                                          1,253           500
  Other assets                                                 26           (29)
Increase (decrease) in:
  Accounts payable                                         (6,627)       (1,428)
  Accrued expenses and other liabilities                    4,928         4,407
                                                         --------      --------
Net cash provided by operating activities                  12,585         8,157
                                                         --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to notes receivable                              (1,125)       (2,075)
Collections of notes receivable                             1,745         3,315
Proceeds from note participation sale                        --           1,981
Additions to property, plant and equipment                   (299)         (184)
Proceeds from sale of equipment                              --              90
                                                         --------      --------
Net cash provided by investing activities                     321         3,127
                                                         --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit              (2,693)      (12,880)
Financing fees paid                                          --            (462)
Capital lease payments                                        (16)          (16)
                                                         --------      --------
Net cash used in financing activities                      (2,709)      (13,358)
                                                         --------      --------

Increase (decrease) in cash                                10,197        (2,074)

Cash at beginning of period                                 6,429        10,367
                                                         --------      --------

Cash at end of period                                    $ 16,626      $  8,293
                                                         ========      ========
Supplemental Disclosure of Cash Flow Information
  Cash paid during the period:
   Interest                                              $     52      $     69
                                                         ========      ========
   Income taxes                                          $    231      $    311
                                                         ========      ========

Non cash changes to notes receivable                     $    461      $     68
                                                         ========      ========
Dividends declared                                       $   --        $ 10,000
                                                         ========      ========


            See Notes to Consolidated Condensed Financial Statements
                                       -5-


<PAGE>


                     DI GIORGIO CORPORATION AND SUBSIDIARIES
                                    NOTES TO

            CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (UNAUDITED)



1.   BASIS OF PRESENTATION

The accompanying  consolidated condensed balance sheet as of March 27, 2004, the
consolidated  condensed income statements for the thirteen weeks ended March 29,
2003 and March 27, 2004, the consolidated  condensed  statement of stockholders'
equity  for the  thirteen  weeks  ended  March 27,  2004,  and the  consolidated
condensed  statements of cash flows for the thirteen  weeks ended March 29, 2003
and March 27, 2004,  and related  notes are  unaudited and have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and pursuant to the rules and  regulations  of the  Securities  and
Exchange Commission.  Accordingly,  certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles  have been  omitted  pursuant to such rules and
regulations. The accompanying unaudited interim consolidated condensed financial
statements  and related notes should be read in  conjunction  with the financial
statements  and  related  notes  included in the Form 10-K/A for the fiscal year
ended December 27, 2003, as filed with the  Securities and Exchange  Commission.
See Note 4 for  information  concerning the  restatement of certain prior period
financial statements.  The information furnished herein reflects, in the opinion
of  the  management  of the  Company,  all  adjustments,  consisting  of  normal
recurring  accruals,  which are  necessary  to present a fair  statement  of the
results for the interim periods presented.

The interim figures are not necessarily indicative of the results to be expected
for the full fiscal year.


2.   PENSION BENEFITS

Net periodic  costs for the thirteen week periods ended March 27, 2004 and March
29, 2003 include the following components:

                                                    Thirteen Weeks Ended
                                             March 27, 2004      March 29, 2003

Service cost                                    $   273          $   238
Interest cost                                       888              898
Expected return on plan assets                   (1,182)          (1,156)
Amortization of prior service cost                    5                5
Amortization of net (gain) / loss                   294              210
                                                -------          -------
Net periodic benefit cost                       $   278          $   195
                                                =======          =======


                                      -6-
<PAGE>


Weighted-average assumptions used to determine
Net periodic benefit cost for years ended December 31         2004         2003

Discount rate                                                 6.25%        6.75%
Expected long-term return on plan assets                      8.25%        8.25%
Rate of compensation increase                                 6.00%        6.00%

3.   CONTINGENCIES

Legal  Proceedings -- Various suits and claims arising in the ordinary course of
business  are  pending  against  the  Company.  In the  opinion  of  management,
dispositions  of  these  matters  are  appropriately  provided  for  and are not
expected to materially  affect the Company's  consolidated  financial  position,
cash flows or results of operations.

The  Company  has been  named in  various  claims  and  litigation  relating  to
potential environmental problems. In the opinion of management, these claims are
either  without  merit,  covered by insurance,  adequately  provided for, or not
expected to result in any material loss to the Company.

4.   RESTATEMENT OF BALANCE SHEET AND STATEMENT OF CASH FLOWS

Subsequent to the issuance of the consolidated  condensed  financial  statements
for the period ended March 27, 2004,  the Company  determined  that certain cash
balances should not have been offset against other balances in the same bank. In
addition,  the  Company  determined  that the cash  flows  related  to the loans
provided by the  Company to its  customers  should be  classified  as  investing
activities  rather than as operating  activities or financing  activities in its
statements of cash flows. As a result, the accompanying  consolidated  condensed
balance  sheets as of  December  27,  2003 and March 27,  2004 and  consolidated
condensed  statements of cash flows for the thirteen  weeks ended March 27, 2004
and March 29, 2003 have been restated from amounts previously reported.

A summary of the significant effect of the restatement is as follows (in
thousands):

                             As of December 27, 2003      As of March 27, 2004
                             -----------------------      --------------------
                            As previously               As previously
                              reported     As restated    reported   As restated
Balance Sheet:

Cash                           $ 1,637       $10,367       $ 1,635       $ 8,293

Accounts payable               $59,166       $67,896       $59,810       $66,468



                                      -7-
<PAGE>


<TABLE>
<CAPTION>
                                                                 Thirteen weeks ended
                                             As Reported    As Restated   As Reported   As Restated
                                              March 29,      March 29,      March 27,     March 27,
STATEMENT OF CASH FLOWS:                        2003           2003           2004          2004
------------------------                     -----------    -----------   -----------   -----------
<S>                                            <C>         <C>            <C>            <C>
Cash flows from operating activities:
Changes in assets and liabilities:
Proceeds from note participation sale               --          --        $  1,981            --
(increase) decrease in:
     Accounts and notes receivable             $  7,012    $  6,597            611       $  1,311
     Long-term notes receivable                     205        --            1,940           --
Increase (decrease) in:
     Accounts payable                            (8,836)     (6,627)           644         (1,428)

Net cash provided by operating activities        10,996      12,585         13,450          8,157

Cash flows from investing activities:
Additions to notes receivable                      --        (1,125)          --           (2,075)
Collections of notes receivable                    --         1,745           --            3,315
Proceeds from note participation sale              --            --           --            1,981

Net cash (used in) provided by investing
activities                                         (299)        321            (94)         3,127

Increase (decrease) in cash                       7,988      10,197             (2)        (2,074)

Cash at beginning of period                         629       6,429          1,637         10,367
                                               --------    --------       --------       --------

Cash at end of period                          $  8,617    $ 16,626       $  1,635       $  8,293
                                               ========    ========       ========       ========

Supplemental disclosure of cash flow
information:

Non cash  changes to notes receivable          $    --     $    461       $    --        $     68
                                               =======     ========       =======        ========
</TABLE>



                                      -8-
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


This section has been updated to give effect to the  restatement as discussed in
Note 4 to the consolidated condensed financial statements prepared in accordance
with generally accepted accounting principles in the United States of America.

Forward- Looking Statements

Forward-looking  statements  in this Form 10-Q/A  include,  without  limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions and adequacy of resources and are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
These statements may be identified by their use of words like "plans", "expects"
"aims"  "believes",  "projects"  "anticipates",  "intends"  "estimates" "will" "
should"  "could" and other  expressions  that indicate future events and trends.
These forward-looking  statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievement
of the Company to be materially  different from any future results,  performance
or achievements expressed or implied by such forward-looking  statements.  These
factors  include,  among others,  the following:  general  economic and business
conditions and those in particular in the New York City  metropolitan  area; the
Company's reliance on several significant customers; potential losses from loans
to its retailers;  restrictions imposed by the documents governing the Company's
indebtedness;  current wholesale competition, as well as future competition from
presently unknown sources;  competition in the retail segment of the supermarket
business;  the Company's labor relations;  potential  environmental  liabilities
which the Company may incur; dependence on key personnel; business abilities and
judgment  of  personnel;  changes  in,  or  failure  to comply  with  government
regulations;  potential commercial vehicle restrictions;  inflation,  especially
with  respect  to wages and  energy  costs;  and the  results  of  terrorism  or
terrorist acts against the Company.

General

As  previously  announced,  the Company  ceased  doing  business  with the Great
Atlantic & Pacific Tea Company  ("A&P") in October  2003.  While the Company has
reduced  expenses to help  compensate  for the reduced  sales,  the loss of this
business  will  continue to have a negative  impact on earnings when compared to
prior  periods.  Sales to A&P were $93.7 million in the first fiscal  quarter of
2003. The loss of these sales was partially  offset by increased  sales to a new
group of  customers  in the  Philadelphia  area that we began  servicing  in the
second quarter of 2003.

Results of Operations

Thirteen weeks ended March 27, 2004 and March 29, 2003

Net sales for the thirteen weeks ended March 27, 2004 decreased $71.9 million to
$311.1 million from $383.0 million in the prior period.  Excluding  sales to A&P
during the 2003 period,  comparable  sales  increased 7.5% in the current period
mostly as a result of sales to the new customers discussed above. Other revenue,
consisting of recurring customer related services, increased to $2.6 million for


                                      -9-
<PAGE>

the thirteen weeks ended March 27, 2004 as compared to $2.2 million in the prior
period  resulting  from a full quarter of providing a warehousing  service for a
national manufacturer which started in the first quarter of 2003.

Gross margin  increased to 12.0% of net sales or $37.5  million for the thirteen
weeks ended March 27, 2004,  as compared to 10.4% of net sales or $39.8  million
for the prior period  reflecting a change in mix of both  customers and products
sold and increased other revenue from frozen warehousing services.  Factors such
as changes in customer mix, changes in  manufacturers'  promotional  activities,
changes in product mix, or competitive  pricing  pressures may have an effect on
gross margin.  It is uncertain that the  improvement in gross margin realized in
this quarter will continue. Caution should be taken when comparing the Company's
gross margin to that of other  companies  because other  companies,  while still
complying  with  generally  accepted   accounting   principles   ("GAAP"),   may
characterize income and expenses differently.

Warehouse expense increased as a percentage of net sales to 4.7% of net sales or
$14.8  million for the thirteen  weeks ended March 27, 2004, as compared to 4.0%
of net sales or $15.2  million  in the prior  period,  primarily  as a result of
fixed costs being compared to lower overall sales. In addition, rent expense for
the thirteen weeks ended March 27, 2004 increased approximately $.3 million as a
result of increased outside storage and occupancy costs related to the Company's
specialty food division.

Transportation  expense  increased as a  percentage  of net sales to 2.2% of net
sales or $7.0 million for the thirteen weeks ended March 27, 2004 as compared to
2.0% of net sales or $7.8 million in the prior  period  primarily as a result of
fixed costs being compared to lower overall sales.

Selling,  general and  administrative  expense increased to 2.7% of net sales or
$8.4 million for the thirteen  weeks ended March 27, 2004 as compared to 2.1% of
net sales or $8.2  million in the prior  period as a result of fixed costs being
compared to lower overall sales,  additional  expenses including salaries of $.2
million related to the new distribution  operations  (specialty foods and Puerto
Rico which began in the second half of 2003), and additional  pension expense of
$.1 million.

There has been no change in the Company's effective tax rate of 43%.

Net income for the  thirteen  weeks  ended  March 27,  2004 was $2.4  million as
compared to net income of $3.1 million in the prior period.

EBITDA was $8.7 million for the thirteen  weeks ended March 27, 2004 as compared
to $10.4  million  in the prior  period.  While the loss of A&P was the  primary
reason for the  decline,  the  Company  incurred a $.5  million  operating  loss
attributable to the new operations.



                                      -10-
<PAGE>


Reconciliation of EBITDA to net income (in thousands):

                                             Thirteen weeks ended March
                                                2004          2003
                                               ------         ----
          EBITDA                               $ 8,740      $10,420
          Less: depreciation and
             amortization of fixed assets          576          575
          Less: other amortization                 198          602
          Less: interest expense                 3,777        3,793
          Less: income tax provision             1,792        2,329
                                               -------      -------
          Net income                            $2,397      $ 3,121
                                               =======      =======

The Company has presented EBITDA supplementally because management believes this
information  enables management,  investors,  and others readers to evaluate and
compare, from period to period, the Company's results from ongoing operations in
a more  meaningful  and  consistent  manner.  We believe  net income is the most
closely comparable GAAP measure as opposed to cash flow from operations. Similar
to  net  income,  management  uses  the  EBITDA  measures  as a  measure  of the
performance of our operations  without the vagaries of  fluctuations  in working
capital  as cash flow from  operations  would.  Management  also uses the EBITDA
results when making operating decisions that require additional resources and as
a basis for certain calculations for compensation  programs. We believe that the
relevant  statistic for our business to measure liquidity is our working capital
plus our  availability  under our  existing  line of  credit,  both of which are
disclosed in our liquidity  discussion  under  Liquidity  and Capital  Resources
below.


Liquidity and Capital Resources

Cash  flows from  operations,  cash on hand,  and  amounts  available  under the
Company's $90 million bank credit facility are the Company's  principal  sources
of  liquidity.  The  Company's  bank credit  facility is  scheduled to mature on
February  1, 2007.  The Company  believes  that cash flows from  operations  and
amounts  available  under the bank credit  facility will be adequate to meet its
anticipated working capital needs, capital  expenditures,  dividend payments, if
any, and debt service requirements during the next twelve months, as well as any
investments the Company may make.

There were no borrowings  under the  Company's  revolving  bank credit  facility
(excluding $6.0 million of outstanding letters of credit) at March 27, 2004. The
Company had  additional  borrowing  capacity of $84.0 million  available at that
time under the Company's then current borrowing base  availability  certificate.
The Company  paid a $10  million  dividend on March 31, 2004 and as of April 20,
2004,  the Company had $5.5  million of  borrowings  outstanding  under its bank
credit facility. The Company's bank credit facility bears interest at a rate per
annum equal to (at the Company's option): (i) the Euro dollar offering rate plus
1.625% or (ii) the lead bank's prime rate.



                                      -11-
<PAGE>


During the thirteen weeks ended March 27, 2004, cash flows provided by operating
activities were  approximately  $8.2 million,  consisting  primarily of (i) cash
generated from income before non-cash expenses of $3.5 million, (ii) an increase
in accrued expenses and other  liabilities of $4.4 million,  (iii) reductions of
accounts  receivables of $1.3 million,  (iv) a reduction of prepaid  expenses of
$.5  million  offset by a decrease in  accounts  payable of $1.4  million and an
increase in inventories of $.1 million.

Cash flows  provided by investing  activities  during the  thirteen  weeks ended
March 27, 2004 were  approximately  $3.1  million  primarily as a result of $3.3
million from the collections of notes receivable,  $2.0 million from the sale of
note  participations,  and $.1 million of proceeds was received from the sale of
excess trailers offset by $2.1 million of new loans to customers and $.2 million
of capital expenditures.  Net cash used in financing activities of approximately
$13.4 million consisted primarily of $12.9 million of net repayments of the bank
credit facility and $.5 million of financing fees paid.

The  consolidated  indebtedness  of the Company  decreased to $150.2  million at
March  27,  2004 as  compared  to  $163.1  million  at  December  27,  2003  and
stockholders' equity decreased to $24.9 million at March 27, 2004 as compared to
$32.5  million at December  27, 2003 as a result of the $10.0  million  dividend
declared in March 2004 and paid March 31, 2004.

Under the terms of the Company's bank credit  facility,  the Company is required
to meet certain financial tests,  including minimum interest coverage ratios. As
of March 27, 2004, the Company was in compliance with its covenants.

From time to time when the Company considered market conditions attractive,  the
Company  has  purchased,  and may in the future  purchase  its notes on the open
market and retire a portion of its public debt.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There  were no  material  changes in market  risk for the  company in the period
covered by this report.  See our Annual Report on Form 10-K/A for the year ended
December 27, 2003 for a discussion of market risk for the company.


ITEM 4.  CONTROLS AND PROCEDURES

This section has been updated to give effect to the  restatement as discussed in
Note 4 to the consolidated condensed financial statements prepared in accordance
with generally accepted accounting principles in the United States of America.

As of the end of the period covered by this report,  an evaluation was performed
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(c) and
15d-15(e) under the Securities Exchange Act of 1934, as amended).  Based on that
evaluation, the Company's management,  including the Chief Executive Officer and


                                      -12-
<PAGE>

Chief Financial Officer,  concluded that the Company's  disclosure  controls and
procedures  were  effective  as of March 27,  2004.  The errors  identified  and
discussed in Note 4 of the consolidated  condensed financial statements were the
result  of  the  misapplication  of  specific   generally  accepted   accounting
principles  engrained in the Company's  historical  financial reporting process.
The errors were identified  during the quarterly review process for period ended
June 26, 2004 and immediately rectified.  There have not been any changes in the
Company's internal control over financial  reporting (as such term is defined in
Rules  13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered
by this  report  that have  materially  affected,  or are  reasonably  likely to
materially affect, the Company's internal control over financial reporting.

Attached as exhibits 31.1 and 31.2 to this quarterly  report are  certifications
of the Chief  Executive  Officer  and the Chief  Financial  Officer  required in
accordance  with Rule 13a-14 of the Exchange  Act. This portion of the Company's
quarterly  report  includes the information  concerning the controls  evaluation
referred to in the  certifications  and should be read in  conjunction  with the
certifications for a more complete understanding of the topics presented.




                                      -13-
<PAGE>


II-OTHER INFORMATION


ITEM 5. Other Information

In March 2004,  the Company  reached an agreement for a three year term with the
union representing the frozen division warehousemen and drivers.


ITEM 6. Exhibits and Reports on Form 8-K

     (a)  31.1 - Statement Under Oath of Principal  Executive  Officer Regarding
          Facts and  Circumstances  Relating  to  Exchange  Act  Filings.  Filed
          herewith.

          31.2- Statement Under Oath of Principal  Financial  Officer  Regarding
          Facts and  Circumstances  Relating  to  Exchange  Act  Filings.  Filed
          herewith.

          32.1 - Certification  of Chief  Executive  Officer and Chief Financial
          Officer of Di Giorgio Corporation Pursuant to 18 U. S.C. Section 1350

     (b)  Reports on Form 8-K.

          None





                                      -14-
<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                               DI GIORGIO CORPORATION


                                         By:   /s/ Richard B. Neff
                                               ---------------------------------
                                               Richard B. Neff
                                               Co-Chairman and Chief
                                               Executive Officer

                                         By:   /s/ Stephen R. Bokser
                                               ---------------------------------
                                               Stephen R. Bokser
                                               Co-Chairman, President, and Chief
                                               Operating Officer

                                         By:   /s/ Lawrence S. Grossman
                                               ---------------------------------
                                               Lawrence S. Grossman
                                               Senior Vice President and
                                               Chief Financial Officer
                                               (Principal Financial and
                                               Accounting Officer)


Date:  September 14, 2004


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