EXHIBIT 31.2

                            SECTION 302 CERTIFICATION



I, Lawrence S. Grossman, certify that:

          1.   I have reviewed this Form 10-Q of Di Giorgio Corporation;

          2.   Based on my  knowledge,  this  report does not contain any untrue
               statement  of a material  fact or omit to state a  material  fact
               necessary  to  make  the   statements   made,  in  light  of  the
               circumstances   under  which  such   statements  were  made,  not
               misleading with respect to the period covered by this report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial information included in this report, fairly present, in
               all  material  respects,  the  financial  condition,  results  of
               operations  and cash flows of the  registrant as of, and for, the
               period presented in this report;

          4.   The registrant's  other certifying  officer and I are responsible
               for   establishing  and  maintaining   disclosure   controls  and
               procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
               15d-15(e)) for the registrant and have:

               (a)  Designed such disclosure controls and procedures,  or caused
                    such disclosure controls and procedures to be designed under
                    our  supervision,   to  ensure  that  material   information
                    relating  to  the  registrant,  including  its  consolidated
                    subsidiaries,  is made  known to us by others  within  those
                    entities,  particularly  during  the  period  in which  this
                    report is being prepared;

               (b)  Evaluated the  effectiveness of the registrant's  disclosure
                    controls  and  procedures  and  presented in this report our
                    conclusions   about  the  effectiveness  of  the  disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and

               (c)  Disclosed  in this  report  any  change in the  registrant's
                    internal  control over  financial  reporting  that  occurred
                    during the  registrant's  most recent  fiscal  quarter  (the
                    registrant's  fourth fiscal quarter in the case of an annual
                    report)  that  has  materially  affected,  or is  reasonably
                    likely  to  materially  affect,  the  registrant's  internal
                    control over financial reporting; and

          5.   The registrant's  other certifying  officer and I have disclosed,
               based on our most  recent  evaluation  of internal  control  over
               financial reporting,  to the registrant's  auditors and the audit
               committee  of the  registrant's  board of  directors  (or persons
               performing the equivalent functions):

               (a)  All significant  deficiencies and material weaknesses in the
                    design or  operation  of  internal  control  over  financial
                    reporting  which are reasonably  likely to adversely  affect
                    the registrant's ability to record,  process,  summarize and
                    report financial information; and

               (b)  Any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal control over financial reporting.




Date:    November 5, 2003              /s/ Lawrence S. Grossman
                                       ----------------------------------------
                                       Lawrence S. Grossman
                                       Chief Financial Officer