SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

 (Mark One)

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

 For the Quarter Ended March 29, 2003

[ ] 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____ -----


     As of April 29,  2003,  there were  outstanding  78.1158  shares of Class A
     Common Stock and 76.8690 shares of Class B Common Stock.


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Explanation of Amendment

Di Giorgio Corporation, (the "Company") is filing this Form 10-Q/A ("Form
10-Q/A") as Amendment No. 1 to the Company's quarterly report on Form 10-Q for
the quarter ended March 29, 2003 that was filed with the Securities and Exchange
Commission on May 1, 2003 ("Form 10-Q") for the purpose of adding the following
item which was inadvertently omitted from the Form 10-Q: (i) Part I, Item 4
(Controls and Procedures), and no other information included in the original
Form 10-Q is amended hereby.

Part I

Item 4.  Controls and Procedures

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
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of March 29, 2003. There were no
significant changes in the Company's internal controls or other factors that
could significantly affect these controls subsequent to the date of their
evaluation.




Part II-OTHER INFORMATION

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





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                                   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:    February 4, 2004

















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