<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended September 27, 1997         Commission File No. 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                                07008
         Carteret, New Jersey                              (Zip Code)
 (Address of principal executive offices)

        Registrant's telephone number including area code: (732) 541-5555

                                  ------------



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 ____










As of October 31, 1997, there were 101.62 shares of Class A Common Stock and 100
shares of Class B Common Stock, par value of each class $.01, outstanding.

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<PAGE>

                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                      INDEX



PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

   Consolidated Condensed Balance Sheets,
      December 28, 1996 and September 27, 1997 (Unaudited)..............      1

   Consolidated Condensed Statements of Operations,
      Thirty-Nine Weeks and Thirteen Weeks Ended
      September 28, 1996 and September 27, 1997  (Unaudited) ...........      2

   Consolidated Condensed Statement of Stockholders' Equity/(Deficit)
      Thirty-Nine Weeks Ended September 27, 1997 (Unaudited) ...........      3

   Consolidated Condensed Statements of Cash Flows,
      Thirty-Nine Weeks Ended September 28, 1996 and
      September 27, 1997 (Unaudited) ...................................      4

   Notes to Consolidated Condensed Financial Statements ................      5

Item 2. Management's  Discussion and Analysis of Financial Condition
           and Results of Operations ...................................      8


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K ...............................     13

Signatures .............................................................     14


<PAGE>

                     DI GIORGIO CORPORATION and SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (in thousands)

                                            December 28,   September 27,
                                               1996             1997
                                                            (Unaudited)
                 ASSETS
Current Assets:
  Cash......................................     $1,749         $1,936
  Accounts and notes receivable-net.........     61,550         69,239
  Inventories...............................     49,563         52,831
  Prepaid expenses..........................      3,706          6,373
                                                  -----          -----
        Total current assets................    116,568        130,379
                                                -------        -------
Property, Plant & Equipment
  Cost......................................     71,785         60,433
  Accumulated depreciation..................    (15,515)       (18,191)
                                                 ------         ------
  Net.......................................     56,270         42,242
                                                 ------         ------
Long-term notes receivable..................     19,276          6,921
Deferred taxes..............................          0         18,366
Other assets................................     12,216         16,063
Deferred financing costs....................      4,172          5,843
Excess of costs over net assets acquired....     92,567         79,342
                                                 ------         ------
                                               $301,069       $299,156
                                               ========       ========
 LIABILITIES & STOCKHOLDERS' EQUITY/(DEFICIT) 
Current Liabilities:
  Notes payable.............................    $26,719        $12,681
  Accounts payable..........................     49,468         58,764
  Accrued expenses..........................     24,362         26,036
  Current installment long-term obligations.      3,677          1,779
                                                  -----          -----
        Total current liabilities...........    104,226         99,260
                                                -------        -------
Long-term debt..............................    153,389        166,936
Capital lease liability.....................     31,523         30,404
Other long-term liabilities.................      7,826          7,168

Stockholders' Equity/(Deficit):
  Common stock..............................          -              -
  Additional paid-in-capital................     17,225         13,002
  Accumulated deficit.......................    (13,120)       (17,614)
                                                 ------          -----
        Total stockholders' equity/(deficit)      4,105         (4,612)
                                                 ------         ------
                                               $301,069       $299,156
                                               ========       ========

         See Notes to Consolidated Condensed Financial Statements

                                    -1-


<PAGE>

                     DI GIORGIO CORPORATION and SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                 (in thousands)
                                   (unaudited)

                            Thirteen weeks ended  Thirty-Nine weeks ended
                            --------------------  -----------------------
                            Sept 28,    Sept 27,   Sept 28,    Sept 27,
                             1996         1997       1996        1997
Revenue:
 Net Sales..................$257,508    $255,478   $779,691    $772,044
 Other revenue..............   1,094       1,161      3,519       4,447
                               -----       -----      -----       -----
        Total Revenue....... 258,602     256,639    783,210     776,491
Cost of Products Sold....... 230,829     230,265    698,043     693,327
                             -------     -------    -------     -------
Gross Profit-exclusive of
 warehouse expense shown
 below......................  27,773      26,374     85,167      83,164

  Warehouse expense.........  10,267      10,232     30,863      31,482
  Transportation expense....   5,387       5,511     16,342      16,185
  Selling, general and
  administrative expense....   5,767       5,498     17,558      16,803
  Amortization-excess of cost
  over net assets acquired..     723         408      2,169       1,746
                               -----       -----      -----       -----
Operating Income............   5,629       4,725     18,235      16,948

  Interest expense..........   5,974       5,392     18,001      17,085
  Amortization-deferred
   financing costs..........     283         115        851         766
  Other (income)-net........    (855)       (210)    (2,392)     (2,411)
                                 ---         ---      -----       -----
Income (loss) before
  income taxes and
  extraordinary items.......     227        (572)     1,775       1,508
Income taxes................       0      (4,003)         0      (2,691)
                                 ---       -----      -----       -----
Income before
 extraordinary items........     227       3,431      1,775       4,199
Extraordinary gain (loss)
 on extinguishment of
 debt-net of tax............       0        (226)       219      (8,693)
                                 ---       -----      -----       -----
Net income (loss)...........    $227      $3,205     $1,994     ($4,494)
                                 ===       =====      =====       =====

         See Notes to Consolidated Condensed Financial Statements

                                    -2-

<PAGE>

                     DI GIORGIO CORPORATION and SUBSIDIARIES
       CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
                        (in thousands, except share data)
                                   (unaudited)

                                            Additional
                  Class A        Class B     Paid-In
                 Common Stock  Common Stock  Capital  (Deficit)  Total
                 ------------  ------------  -------   -------   ------
                 Shares Total  Shares Total
Balance at
 December 28,
 1996            101.62  $ --  100.00  $ --  $17,225  ($13,120)  $4,105

Net loss             --    --      --    --       --    (4,494)  (4,494)

Dividend to
 Stockholders        --    --      --    --   (4,223)       --   (4,223)
                 ------  ----  ------  ----  -------   -------   ------
Balance at
 September 27,
 1997            101.62  $ --  100.00  $ --  $13,002  ($17,614) ($4,612)
                 ======  ====  ======  ====  =======   =======  =======

         See Notes to Consolidated Condensed Financial Statements

                                    -3-


<PAGE>

                     DI GIORGIO CORPORATION and SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
                                                    Thirty-nine weeks ended
                                                   September 28, September 27,
                                                       1996          1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................   $1,994     ($4,494)
Adjustments to reconcile net income to net cash
 used in operating activities
   Extraordinary (gain) loss on
    extinguishment of debt...........................     (219)      8,693
   Depreciation and amortization.....................    3,447       3,531
   Amortization......................................    3,414       3,722
   Provision for bad debts...........................    1,875       1,125
   Increase in prepaid pension cost..................     (315)       (225)
   Accretion of 12-3/4% senior discount notes........    4,339       3,010
   Deferred tax benefit..............................        0      (3,910)
   Noncash interest income...........................     (720)          0
Changes in assets and liabilities:
  (Increase) decrease in:
   Accounts & notes receivable.......................    1,841      (8,814)
   Inventory.........................................    1,445      (3,268)
   Prepaid expenses..................................     (703)        221
   Long-term receivables.............................   (2,251)       (297)
   Others assets.....................................      338      (5,393)
 (Decrease) increase in:
   Accounts payable, accrued expenses and
    other liabilities................................   (9,300)     10,134
                                                         -----      ------
Net cash provided by operating activities............    5,185       4,035
                                                         -----       -----
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment............     (506)     (1,866)
Proceeds from Farmingdale sale.......................        0      12,432
                                                           ---      ------
Net cash (used in) provided by investing activities..     (506)     10,566
                                                           ---      ------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) under
  revolving line-of-credit...........................    2,812     (14,038)
Capital lease payments...............................   (1,657)     (2,340)
Premiums on mortgage payoff..........................        0         (52)
Premiums on completed tender offers..................        0     (10,829)
Repayment of Rose Partner note receivable............        0       8,917
Dividend paid........................................        0         (61)
Finance fees paid....................................        0      (5,871)
New note offering....................................        0     155,000
Long-term debt payments..............................   (5,631)   (145,140)
                                                         -----     -------
Net cash used in financing activities................   (4,476)    (14,414)
                                                         -----      ------
Increase in cash.....................................      203         187
Cash at beginning of period..........................      365       1,749
                                                           ---       -----
Cash at end of period................................     $568      $1,936
                                                           ===       =====
Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest.........................................  $16,940     $16,970
                                                        ======      ======
    Income Taxes.....................................      $71        $195
                                                           ===         ===
Non-cash dividend of notes receivable and land
 held for sale.......................................       $0      $4,162
                                                            ==      ======
Reduction of goodwill for reversal of valuation
 reserve on deferred tax asset.......................       $0     $11,479
                                                            ==     =======
      See Notes to Consolidated Condensed Financial Statements
                                    -4-
<PAGE>


                     DI GIORGIO CORPORATION AND SUBSIDIARIES

                                    NOTES TO

            CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (UNAUDITED)



1.       BASIS OF PRESENTATION

On June 20,  1997,  the Company and White Rose Foods,  Inc ("White  Rose"),  its
parent  company,  consummated  a merger in which  White Rose was merged with and
into the Company,  with the Company as the survivor  (the  "Merger").  Since the
stockholders of the Company are identical to the stockholders of White Rose, the
Merger was a transfer of interest among entities  under common  control,  and is
being   accounted   for   at   historical   cost   in  a   manner   similar   to
pooling-of-interests   accounting.   Accordingly,   the  consolidated  financial
statements  presented  herein  reflect  the assets and  liabilities  and related
results of operations for the combined  entity for all periods.  Revenue for the
thirty-nine  weeks ended September 28, 1996 and September 27, 1997 were the same
for the separate entities prior to the combination.  Income before extraordinary
items would have been  approximately  $1.5 million and  $693,000  higher for the
Company than White Rose for the  thirty-nine  weeks ended September 27, 1997 and
September 28, 1996,  respectively,  prior to the  combination  due to additional
White Rose net  interest  expense.  See Note 2 for  information  relating to the
refinancing actions taken in connection with the Merger.

The  consolidated  condensed  balance  sheet  as  of  September  27,  1997,  the
consolidated  condensed  statements of operations for the thirty-nine  weeks and
thirteen weeks ended September 28, 1996 and September 27, 1997, the consolidated
condensed statements of cash flows for the thirty-nine weeks ended September 28,
1996  and  September  27,  1997,  and  stockholders'  equity/(deficit)  for  the
thirty-nine  weeks ended September 27, 1997, 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 for the fiscal  year ended  December  28,  1996,  Form 10-Q for the quarter
ended March 29, 1997,  and Form 10-Q/A for the quarter ended June 28, 1997 filed
with the Securities and Exchange Commission. The information furnished 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.

Previously,  the Company  classified as other income  reclamation  service fees,
label income and other customer related  services.  Commencing in the year ended
December  28, 1996,  the Company is  classifying  these items as other  revenue.
Prior year amounts have been reclassified and the change in  classification  has
no effect on previously reported net income.

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

                                       -5-

<PAGE>


2.       Refinancing

On June 20, 1997, the Company  completed a refinancing  (the  "Refinancing")  of
itself and White  Rose,  intended  to extend debt  maturities,  reduce  interest
expense and improve  financial  flexibility.  The components of the  Refinancing
were (i) the  offering of $155  million 10% senior  notes (the "10%  Notes") due
2007 (the  "Offering"),  (ii) the  modification  of the  Company's  bank  credit
facility  (the "Bank Credit  Facility"),  (iii) the receipt of $8.9 million from
the  repayment  of a note  held by the  Company  from Rose  Partners,  LP ("Rose
Partners"),  which owns  98.54% of the  Company,  (iv) the  consummation  of the
tender offers and consent  solicitations  commenced by the Company (the "Company
Tender  Offer") and White Rose (the "White Rose Tender Offer," and together with
the Company Tender Offer, the "Tender Offers") on May 16, 1997 in respect of the
Company's  12% Senior Notes due 2003 (the "12% Notes") and White Rose's 12- 3/4%
Senior Discount Notes due 1998 (the "12-3/4% Notes"), respectively, (v) the $4.2
million  dividend by the Company to White Rose of certain  non-cash assets which
were unrelated to the Company's primary business and the subsequent  dividend of
those assets to White Rose's stockholders and (vi) the Merger.

As of September  27,  1997,  no 12-3/4%  Notes  remained  outstanding  and $7.45
million aggregate principal amount of 12% Notes remained  outstanding;  however,
the Indenture pursuant to which the 12% Notes were issued has been substantially
amended effective as of June 9, 1997 pursuant to the Company Tender Offer.

Interest on the 10% Notes is payable  semi-annually,  in arrears, on June 15 and
December 15 of each year,  commencing December 15, 1997. The 10% Notes mature on
June 15, 2007. The Company may redeem the 10% Notes,  in whole or in part at any
time on or  after  June  15,  2002 at the  redemption  prices  set  forth in the
indenture governing the 10% Notes (the "Indenture"). In addition, on or prior to
June 15, 2000,  the Company may redeem up to 35% of the 10% Notes under  certain
conditions set forth in the Indenture.

As  a  result  of  the  Refinancing,   the  Company  recorded  an  $8.5  million
extraordinary  charge, net of a $5.7 million tax benefit , on the extinguishment
of debt  relating  to  premiums  paid as a result of the  Tender  Offers and the
write-off  of the  deferred  financing  fees  associated  with the 12% Notes and
12-3/4 % Notes.


3.       Farmingdale Option Sale

In August  1997,  the  Company  completed  the sale of the option it held on its
Farmingdale facility, the site of its former grocery warehouse and headquarters,
which had been under  lease to a third  party.  The  Company  realized  net cash
proceeds of approximately  $7.3 million after the repayment of a mortgage in the
amount of approximately $5.2 million. For book purposes the Company recognized a
$40,000  gain (before a noncash  writeoff of deferred  expenses in the amount of
approximately  $400,000)  due to the  original  valuation of the  property.  For
federal income tax purposes,  the Company  expects to use its net operating loss
carryforwards to offset an approximate $12.0 million taxable gain on the sale.


                                       -6-

<PAGE>


4.       Income Taxes

As of December 28, 1996,  the Company's  deferred tax assets were fully reserved
based on the then current  evidence  indicating that it was more likely than not
that the future benefits of the deferred tax assets would not be realized.

During the third  quarter of fiscal 1997,  the Company  reversed  the  valuation
allowance  related  to  its  deferred  income  tax  assets.  In the  opinion  of
management,  sufficient  evidence  now  exists,  such as the  positive  trend in
operating  performance  and the  favorable  effects  of the  recently  completed
refinancing,  which  indicates  that it is more likely than not that the Company
will be able to realize its deferred income tax assets.

The  reversal of the  valuation  allowance  resulted in an income tax benefit of
$3.9  million and a reduction  in goodwill of $11.5  million.  The  reduction in
goodwill  reflects  benefits  which  were  attributable  to the  pre-acquisition
period.  At September 27, 1997, the deferred tax assets of $21.2 million consist
principally of operating loss carryforwards  which expire from 2006 to 2010. The
deferred tax assets are  classified  for balance sheet purposes as $18.4 million
non-current and $2.8 million current.

                                       -7-

<PAGE>


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

Forward- Looking Statements

Certain statements  contained herein are  forward-looking  statements within the
meaning of the  Private  Securities  Litigation  Reform Act of 1995 and are thus
subject to risks,  uncertainties  and other  factors  which could  cause  actual
results to differ  materially  from future results  expressed or implied by such
forward-looking statements.

General

On June 20,  1997,  the  Company  consummated  the  Refinancing.  The  following
discussion  assumes that the Merger between White Rose and the Company had taken
place as of  December  30,  1995.  Since the  stockholders  of the  Company  are
identical  to the  stockholders  of White  Rose,  the  exchange  of shares was a
transfer of interest among entities under common control, and is being accounted
for at historical cost in a manner similar to  pooling-of-interests  accounting.
Accordingly, the discussion presented herein reflects the assets and liabilities
and related results of operations for the combined entity for all periods.

Results of Operations

Thirteen weeks ended September 27, 1997 and September 28, 1996

Net sales for the thirteen weeks ended September 27, 1997 were $255.5 million as
compared to $257.5 million for the thirteen weeks ended  September 28, 1996. The
decline in sales reflects a $16.2 million  decrease in sales to a customer which
terminated  its contract for dairy  division  products in the fourth  quarter of
1996  partially  offset by  increased  sales to existing and new  customers.  In
August 1997,  the Company began  shipping  frozen food products to an additional
division of the Great  Atlantic and Pacific Tea Company  ("A&P") that it did not
previously  supply.  Sales to this division are estimated to be in excess of $75
million annually.

Other revenue,  consisting of recurring customer related services,  increased to
$1.2 million for the thirteen weeks ended September 27, 1997 as compared to $1.1
million in the prior period.

Gross margin (excluding  warehouse  expense)  decreased to 10.3% of net sales or
$26.4  million for the thirteen  weeks ended  September  27, 1997 as compared to
10.8% of net  sales or $27.8  million  for the  prior  period,  as a result of a
change in mix of both  customers  and products  sold.  The Company has, and will
continue  to,  take steps to  maintain  and improve  its  margins;  however,  as
indicated  by the  comparative  decrease in gross  margin,  factors  such as the
decrease in promotional  activities,  changes in product mix,  additions of high
volume, low margin customers,  or competitive pricing pressures will continue to
have an effect on gross margin.

Warehouse  expense  remained  constant at 4.0% of net sales or $10.2 million for
the thirteen weeks ended  September 27, 1997 as compared to 4.0% of net sales or
$10.3 million for the prior period.


                                       -8-

<PAGE>


Transportation  expense  increased  to 2.2% of net sales or $5.5 million for the
thirteen weeks ended September 27, 1997 as compared to 2.1% of net sales or $5.4
million in the prior period as a result of  temporary  increased  costs,  in the
current period, associated with the new frozen food business and temporary sales
in the prior period that had no corresponding transportation costs.

Selling,  general and administrative  expense remained unchanged as a percentage
of net sales at 2.2% or $5.5 million for the thirteen weeks ended  September 27,
1997 as compared to 2.2% or $5.8 million for the prior period.

Other  income,  net of other  expenses,  decreased  to $210,000 for the thirteen
weeks ended  September  27, 1997 as  compared to $855,000  for the prior  period
primarily due to decreased  interest  income as a result of the repayment of the
Rose Partner note receivable  (repaid in June 1997) which accounted for $247,000
of  interest  income  in the  prior  period.  In  addition,  as a result  of the
Farmingdale option sale in August 1997, the Company incurred $404,000 of noncash
charges.

Interest  expense  decreased  to $5.4  million  for  the  thirteen  weeks  ended
September  27, 1997 from $6.0  million  for the prior  period.  The  comparative
decrease in the 1997 period is a result of lower average  outstanding  levels of
the Company's  funded debt and lower average  interest  rates as a result of the
Company's refinancing on June 20, 1997.

The Company reversed the valuation allowance related to its deferred tax assets.
In the  opinion of  management,  sufficient  evidence  now  exists,  such as the
positive  trend  in  operating  performance  and the  favorable  effects  of the
recently  completed  refinancing which indicates that it is more likely than not
that the Company  will be able to realize its  deferred  income tax assets.  The
reversal of the  valuation  allowance  resulted in an income tax benefit of $3.9
million and a reduction in goodwill of $11.5 million.  The reduction in goodwill
reflects benefits which were attributable to the pre-acquisition period.

The Company  recorded a net income for the thirteen  weeks ended  September  27,
1997 of $3.2 million,  including an extraordinary  loss on the extinguishment of
debt,  net of tax, of  $226,000  as  compared to net income of $227,000  for the
prior period.

Thirty-nine weeks ended September 27, 1997 and September 28, 1996

Net sales for the thirty-nine weeks ended September 27, 1997 were $772.0 million
as compared to $779.7  million for the  thirty-nine  weeks ended  September  28,
1996. The 1% decline  primarily  reflects a $46.2 million decrease in sales to a
customer which terminated its contract for dairy division products in the fourth
quarter  of 1996  partially  offset  by  increased  sales  to  existing  and new
customers.

Other revenue,  consisting of recurring customer related services,  increased to
$4.4 million for the  thirty-nine  weeks ended September 27, 1997 as compared to
$3.5  million  in  the  prior  period  primarily  due  to  providing  a  produce
distribution  service  for a  particular  customer  which  ended  in June  1997.
Excluding this produce  service,  other revenue would have been $3.8 million for
the  thirty-nine  weeks ended  September 27, 1997 as compared to $3.5 million in
the prior period.


                                       -9-

<PAGE>


Gross margin (excluding  warehouse  expense)  decreased to 10.8% of net sales or
$83.2 million for the thirty-nine  weeks ended September 27, 1997 as compared to
10.9% of net sales or $85.2 million for the prior period as a result of a change
in mix of both  customers and product  sold.  The Company has, and will continue
to, take steps to maintain and improve its margins; however, factors such as the
decrease in promotional  activities,  changes in product mix,  additions of high
volume,  low margin  customers,  or competitive  pricing  pressures will have an
effect on gross margin.

Warehouse  expense  increased  to 4.1% of net  sales  or $31.5  million  for the
thirty-nine  weeks ended  September 27, 1997 as compared to 4.0% of net sales or
$30.9 million for the prior period.

Transportation  expense remained  constant at 2.1% of net sales or $16.2 million
for the  thirty-nine  weeks ended  September 27, 1997 as compared to 2.1% of net
sales or $16.3 million in the prior period.

Selling,  general and  administrative  expense decreased to 2.2% of net sales or
$16.8 million for the thirty-nine  weeks ended September 27, 1997 as compared to
2.3% of net sales or $17.6  million  for the  prior  period  primarily  due to a
reduction  in  the  provision  for  doubtful  accounts  as a  result  of  both a
significant  decline  in credit  exposure  to a former  customer  and an overall
improvement in the credit quality of the portfolio.

Other income,  net of other expenses,  remained constant at $2.4 million for the
thirty-nine  weeks  ended  September  27,  1997 and the prior  period,  although
interest income on the Rose Partner note  receivable  ceased as of the June 1997
repayment (the Rose Partner note accounted for $247,000 of interest in the third
quarter of 1996).  In addition,  as a result of the  Farmingdale  option sale in
August 1997, the Company incurred $404,000 of noncash charges.

Interest  expense  decreased to $17.1  million for the  thirty-nine  weeks ended
September  27, 1997 from $18.0  million for the prior  period.  The  comparative
decrease in the 1996 period represents a decline in both the average outstanding
level of the Company's  funded debt and the average interest rate as a result of
the Company's refinancing on June 20, 1997.

The Company reversed the valuation allowance related to its deferred tax assets.
In the  opinion of  management,  sufficient  evidence  now  exists,  such as the
positive  trend  in  operating  performance  and the  favorable  effects  of the
recently  completed  refinancing which indicates that it is more likely than not
that the Company  will be able to realize its  deferred  income tax assets.  The
reversal of the  valuation  allowance  resulted in an income tax benefit of $3.9
million and a reduction in goodwill of $11.5 million.  The reduction in goodwill
reflects benefits which were attributable to the pre-acquisition period.

The Company  recorded a net loss for the  thirty-nine  weeks ended September 27,
1997 of $4.5 million,  including an extraordinary  loss on the extinguishment of
debt,  net of tax, of $8.7 million as compared to net income of $2.0 million for
the  prior  period  which  included  a  $219,000   extraordinary   gain  on  the
extinguishment of debt.


                                      -10-

<PAGE>



Liquidity and Capital Resources

Cash flow from operations and amounts  available under the Company's Bank Credit
Facility are the Company's  principal  sources of liquidity.  The Company's Bank
Credit  Facility  will mature on June 30, 2000 and bears  interest at a rate per
annum equal to (at the Company's option): (i) the Euro Dollar Offering Rate plus
2.25% or (ii) Bankers Trust  Company's prime rate plus 0.75%.  Borrowings  under
the Company's revolving bank credit facility were $12.7 million at September 27,
1997.  Additional borrowing capacity of $62.3 million was available at that time
under the  Company's  borrowing  base formula.  The Company  believes that these
sources will be adequate to meet its anticipated working capital needs,  capital
expenditures, and debt service requirements during fiscal 1997.

During the  thirty-nine  weeks ended  September 27, 1997,  cash flow provided by
operating  activities  was  $4.0  million,  consisting  primarily  of  (i)  cash
generated from income before  extraordinary items and non-cash expenses and (ii)
an increase in accounts payable, accrued expenses and other liabilities of $10.1
million  which were offset by (i) an increase in net  receivable  levels of $8.8
million,  (ii) an increase in inventory of $3.3 million and (iii) an increase in
other assets of $5.4 million.

Cash flow provided by investing  activities  during the thirty-nine  weeks ended
September 27, 1997 was  approximately  $10.6 million,  consisting of proceeds of
$12.4  million  from the sale of the  Farmingdale  option  and $1.9 for  capital
expenditures.  Net cash used in financing  activities  was  approximately  $14.4
million as a result of the refinancing discussed more fully below and the payoff
of the Farmingdale mortgage.

Earnings before interest expense,  income taxes,  depreciation and amortization,
non-recurring  charges such as  extraordinary  gains or losses  ("EBITDA"),  was
$25.8 million during the thirty-nine  weeks ended September 27, 1997 as compared
to $25.9 million in the comparable prior year period.

The  consolidated  indebtedness  of the Company  decreased to $211.8  million at
September 27, 1997 as compared to $215.3 million at December 28, 1996 and $223.0
million at September 28, 1996. Net  indebtedness  related to the Refinancing was
more than offset by the Company selling its option on the  Farmingdale  property
and  lowering  its average days  outstanding  in the third  quarter of 1997 as a
result of some of its new  business,  offset in part by funding,  as part of the
Refinancing, premiums to repay high cost long-term debt and the cash expenses of
the  transaction.  The Company raised an aggregate of $155.0 million through the
issuance of the 10% Notes and received  $8.9  million from the  repayment of the
Rose Partners note which  aggregate  funds were used (i) to fund the purchase of
$85.4  million of the 12% Notes leaving $7.5 million  outstanding,  (ii) to fund
the $53.7 million  purchase of 100% of the 12 3/4% Notes,  (iii) to pay premiums
of $10.8 million related to such purchases, (iv) to pay accrued interest and the
fees and expenses of the Refinancing, and (v) to reduce the Bank Credit Facility
by $4.9 million.

Stockholders'  equity/(deficit)  decreased  to a  deficit  of  $4.6  million  on
September  27, 1997 from $4.1  million of equity on  December  28, 1997 and $3.9
million of equity on September 28, 1996. The decrease was the result of the $8.7
million extraordinary charge, net of tax, on the

                                      -11-

<PAGE>


extinguishment  of debt  relating  to  premiums  paid as a result of the  Tender
Offers and the write-off of the deferred  financing fees associated with the 12%
Notes and the 12-3/4%  Notes.  In  addition,  the Company  dividended  non-cash,
non-core assets  consisting of land in Colorado and notes receivable with a book
value of  approximately  $4.2 million and $61,400 in cash to its stockholders on
June 20, 1997.

The 10% Notes also  provide  that the  Company may  repurchase,  and retire into
treasury  (i) up to $5 million of its  outstanding  Common  Stock if the Company
converts the capital  lease  relating to its Carteret,  New Jersey  distribution
facility  into an  operating  lease  on or  before  December  20,  1998 and (ii)
additional  Common stock up to an amount  equal to $7.3 million  relating to its
sale of the  Farmingdale  Option on or before June 20, 1998.  Currently the Bank
Credit Facility only permits (i) but not (ii).

Under the terms of the Company's revolving Bank Credit Facility,  the Company is
required to meet certain  financial tests,  including  minimum interest coverage
ratios and minimum  net worth.  As of  September  27,  1997,  the Company was in
compliance with its covenants.

The  indenture  governing  the  Company's  10% Notes,  as well as the  agreement
governing  the  Bank  Credit  Facility,  impose  various  restrictions  upon the
Company,  including,  among  other  things,  limitations  on the  occurrence  of
additional debt and the making of certain payments and investments.

From time to time when the Company considers market conditions  attractive,  the
Company has  purchased  on the open market a portion of its 12% Notes and may in
the future purchase and retire a portion of its outstanding 12% Notes and/or 10%
Notes.  In addition,  the Company  continuously  reviews its capital  structure,
including  its funded  debt and  capital  leases,  to  determine  if it can more
advantageously finance its operations.

The Company is currently in negotiations with the union representing its grocery
warehouse  employees  with respect to the  contract  that expired on October 19,
1997. The Company and the union are operating  under an extension of the expired
contract.

In August  1997,  the  Company  completed  the sale of the option it held on its
Farmingdale facility, the site of its former grocery warehouse and headquarters,
which had been under  lease to a third  party.  The  Company  realized  net cash
proceeds of approximately  $7.3 million after the repayment of a mortgage in the
amount of approximately $5.2 million. For book purposes the Company recognized a
$40,000  gain (before a noncash  writeoff of deferred  expenses in the amount of
approximately  $400,000)  due to the  original  valuation of the  property.  For
federal income tax purposes,  the Company  expects to use its net operating loss
carryforwards to offset an approximate $12.0 million taxable gain on the sale.

                                      -12-

<PAGE>


                            Part II-OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

     (a)  Amended and Restated employment  Agreement effective as of October 31,
          1997 between the Company and Richard B. Neff

     (b)  Reports on Form 8-K. None




                                      -13-

<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/ Arthur M. Goldberg
                                                  -----------------------------
                                                  Arthur M. Goldberg
                                                  Chairman, President and Chief
                                                  Executive Officer


                                            By:   /s/ Richard B. Neff
                                                  -----------------------------
                                                  Richard B. Neff
                                                  Executive Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer)


Date:    November  10,  1997



                                      -14-