UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended September 25, 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  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2 of the Exchange Act) Yes__ No_X

As of October 29, 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

Item 1.           Financial Statements

   Consolidated Condensed Balance Sheets,
     December 27, 2003 and September 25, 2004 (Unaudited)....................  1

   Consolidated Condensed Income Statements,
     Thirteen Weeks and Thirty-nine Weeks Ended September 27, 2003
      and September 25, 2004 (Unaudited).....................................  2

   Consolidated Condensed Statement of Stockholders' Equity,
     Thirty-nine Weeks Ended September 25, 2004 (Unaudited)..................  3

   Consolidated Condensed Statements of Cash Flows,
     Thirty-nine Weeks Ended September 27, 2003 (Restated)
     and September 25, 2004 (Unaudited)......................................  4

   Notes to Consolidated Condensed Financial Statements (Unaudited)..........  5

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

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

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

PART II. OTHER INFORMATION

Item 6. Exhibits............................................................ 13

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


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

                                                      December 27, September 25,
                                                         2003           2004
                                                                     (unaudited)
                     ASSETS
Current Assets:
Cash                                                   $  10,367      $  10,745
 Accounts and notes receivable-net                       109,738        113,594
 Inventories                                              61,204         60,068
 Deferred income taxes                                     2,205          2,058
 Prepaid expenses                                          3,606          4,788
                                                         -------        -------
     Total current assets                                187,120        191,253
                                                       ---------      ---------

Property, Plant and Equipment
 Cost                                                     29,290         29,951
 Accumulated depreciation and amortization               (19,450)       (21,295)
                                                         -------        -------
 Net                                                       9,840          8,656
                                                       ---------      ---------

Long-term notes receivable                                11,082          7,902
Other assets                                              24,764         25,551
Deferred financing costs-net                               1,886          1,829
Goodwill                                                  68,893         68,893
                                                       ---------      ---------
     Total assets                                      $ 303,585      $ 304,084
                                                       =========      =========

       LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
 Revolving credit facility                               $12,880        $13,324
 Accounts payable                                         67,896         67,194
 Accrued expenses                                         30,652         36,174
 Notes and leases payable within one year                     64             68
                                                         -------        -------
     Total current liabilities                           111,492        116,760
                                                       ---------      ---------

Long-term debt                                           148,300        148,300
Capital lease liability                                    1,877          1,825
Other long-term liabilities                                9,394          8,598
Stockholders' Equity:
 Common stock                                              --              --
 Additional paid-in-capital                                8,002          8,002
 Retained earnings                                        24,520         20,599
                                                       ---------      ---------
     Total stockholders' equity                           32,522         28,601
                                                       ---------      ---------
      Total liabilities & stockholders' equity         $ 303,585      $ 304,084
                                                       =========      =========

            See Notes to Consolidated Condensed Financial Statements

                                      -1-
<PAGE>



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

<TABLE>
<CAPTION>
                                                   Thirteen weeks ended        Thirty-nine weeks ended
                                                  Sept 27,       Sept 25,       Sept 27,     Sept 25,
                                                    2003           2004           2003         2004
<S>                                             <C>            <C>            <C>            <C>
Revenue:
    Net sales                                   $   391,582    $   302,961    $ 1,175,030    $   926,255
    Other revenue                                     2,453          2,867          7,204          8,466
                                                -----------    -----------    -----------    -----------

              Total revenue                         394,035        305,828      1,182,234        934,721

Cost of products sold                               352,788        270,760      1,060,426        824,549
                                                -----------    -----------    -----------    -----------

Gross profit-exclusive of warehouse expense
shown below                                          41,247         35,068        121,808        110,172

  Warehouse expense                                  15,906         14,587         46,462         44,165
  Transportation expense                              7,774          7,019         23,167         20,668
  Selling, general and administrative expense         7,799          7,925         24,122         25,243
                                                -----------    -----------    -----------    -----------

Operating income                                      9,768          5,537         28,057         20,096

  Interest expense                                    3,699          3,802         11,228         11,383
  Amortization-deferred financing costs                 157            175            471            518
  Other (income)-net                                   (542)          (903)        (2,390)        (2,400)
                                                -----------    -----------    -----------    -----------

Income before income taxes                            6,454          2,463         18,748         10,595
Income tax expense                                    2,723          1,036          7,947          4,516
                                                -----------    -----------    -----------    -----------

Net income                                      $     3,731    $     1,427    $    10,801    $     6,079
                                                ===========    ===========    ===========    ===========
</TABLE>



            See Notes to Consolidated Condensed Financial Statements

                                      -2-
<PAGE>



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


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

Net income                    --       --            --        --            --         6,079     6,079

Dividends                     --       --            --        --            --       (10,000)  (10,000)
                          ------     ----        ------      ----        ------        ------    ------
Balance at
September 25, 2004       78.1158      $--       76.8690       $--        $8,002       $20,599   $28,601
                          ======     ====        ======      ====        ======        ======    ======
</TABLE>



            See Notes to Consolidated Condensed Financial Statements

                                      -3-
<PAGE>



                     Di Giorgio Corporation and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                   Thirty-nine weeks ended
                                                                   -----------------------
                                                                September 27,  September 25,
                                                                   2003            2004
                                                               (as restated
                                                               see note 4)
<S>                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                      $ 10,801      $  6,079
Adjustments to reconcile net income to net cash provided by
operating activities
 Depreciation and amortization of fixed assets                     1,672         1,684
 Other amortization                                                1,803           635
 Provision for doubtful accounts                                     375           375
 Actuarially calculated pension expense                              728         1,013
 Gain on sale of equipment                                          --             (18)
 Deferred income taxes                                              (528)         (423)
Changes in assets and liabilities:
 (Increase) decrease in:
 Accounts receivable                                               3,795        (9,134)
 Inventories                                                       2,448         1,136
 Prepaid expenses                                                     82        (1,182)
 Other assets                                                       (494)       (1,737)
Increase (decrease) in:
 Accounts payable                                                  7,202          (702)
 Accrued expenses and other liabilities                            7,988         5,117
                                                                  ------         -----
Net cash provided by operating activities                         35,872         2,843
                                                                 -------         -----

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to notes receivable                                     (7,213)       (4,988)
Collections of notes receivable                                   11,705        11,090
Proceeds from note participation sale                               --           1,981
Additions to property, plant and equipment                          (718)         (572)
Proceeds from sale of equipment                                     --              90
                                                                      --            --
Net cash provided by investing activities                          3,774         7,601
                                                                  ------         -----

CASH FLOWS FROM FINANCING ACTIVITIES
Net (repayments) borrowings under revolving line-of-credit        (2,693)          444
Dividends paid                                                   (10,000)      (10,000)
Financing fees paid                                                 --            (462)
Capital lease payments                                               (45)          (48)
                                                                    ----          ----
Net cash used in financing activities                            (12,738)      (10,066)
                                                                --------      --------
Increase in cash                                                  26,908           378

Cash at beginning of period                                        6,429        10,367
                                                                  ------        ------
Cash at end of period                                           $ 33,337      $ 10,745
                                                                ========       =======
Supplemental Disclosure of Cash Flow Information
 Cash paid during the period:
  Interest                                                      $  7,533      $  7,695
                                                                 =======        ======
  Income taxes                                                  $  5,262      $  4,902
                                                                 =======        ======

Noncash additions to notes receivable                           $  1,559      $  1,201
                                                                 =======        ======
</TABLE>

            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


The  consolidated  condensed  balance  sheet  as  of  September  25,  2004,  the
consolidated  condensed  income  statements  for the  thirty-nine  weeks and the
thirteen weeks ended September 27, 2003 and September 25, 2004, the consolidated
condensed  statement of  stockholders'  equity for the  thirty-nine  weeks ended
September 25, 2004, and the consolidated  condensed statements of cash flows for
the  thirty-nine  weeks ended  September 27, 2003 and  September  25, 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  in the United  States  ("GAAP")  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 (where the  consolidated  condensed  balance
sheet as of December  27, 2003 has been  derived) as well as the Form 10-Q/A for
the quarter  ended  March 27, 2004 and the Form 10-Q for the quarter  ended June
26, 2004, as filed with the Securities and Exchange Commission.  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. Certain  reclassifications have been made to the prior
period  financial  statements  in order to conform  them to the  current  period
presentation.



                                      -5-
<PAGE>



2.   PENSION BENEFITS

Net periodic costs for the thirteen and thirty-nine week periods ended September
27, 2003 and September 25, 2004 include the following components:
<TABLE>
<CAPTION>
                                       Thirteen Weeks Ended       Thirty-nine Weeks Ended
                                       --------------------       -----------------------
                                    Sept 27, 2003 Sept 25, 2004 Sept 27, 2003 Sept 25, 2004
<S>                                    <C>          <C>          <C>          <C>
Service cost                           $   262      $   301      $   785      $   903
Interest cost                              918          913        2,754        2,740
Expected return on plan assets          (1,156)      (1,181)      (3,468)      (3,544)
Amortization of prior service cost           5            5           15           15
Amortization of net (gain) / loss          214          300          642          899
                                           ---          ---          ---          ---
Net periodic benefit cost              $   243      $   338      $   728      $ 1,013
                                         =====        =====        =====      =======
</TABLE>


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

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

Consistent  with past  practice,  the Company  expects to make a tax  deductible
contribution  to its defined  benefit  pension plan before the end of the fiscal
year.  The range of the  expected  payment is $6.0 to $11.0  million.  The exact
number will be determined by the appropriate  discount rate in effect at the end
of the fiscal year as the Company estimates its accumulated  benefit  obligation
("ABO") and compares it to the fair market value of the plan assets ("FMV").


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,  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.


                                      -6-
<PAGE>



4.   RESTATEMENT OF STATEMENT OF CASH FLOWS

On September  16, 2004 the Company filed a Form 10-K/A for the fiscal year ended
December 27, 2003 that disclosed  that the Company had  determined  that certain
cash balances  should not have been offset  against  other  balances in the same
bank and that 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 statement of cash flows. As a result,
the  accompanying  consolidated  condensed  statement  of  cash  flows  for  the
thirty-nine  weeks ended  September  27,  2003 has been  restated  from  amounts
previously reported.

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

                                                         Thirty-nine weeks ended
                                                           September 27, 2003
                                                       As Previously
STATEMENT OF CASH FLOWS:                                  Reported   As Restated
------------------------                                 --------    ----------

Cash flows from operating activities:
Changes in assets and liabilities:
(increase) decrease in:
     Accounts and notes receivable                        $  5,287     $  3,795
     Long-term notes receivable                              3,000         --
Increase (decrease) in:
     Accounts payable                                        6,237        7,202

Net cash provided by operating activities                   39,399       35,872

Cash flows from investing activities:
Additions to notes receivable                                 --         (7,213)
Collections of notes receivable                               --         11,705

Net cash (used in) provided by investing activities           (718)       3,774

Increase in cash                                            25,943       26,908

Cash at beginning of period                                    629        6,429
                                                              ----        -----

Cash at end of period                                     $ 26,572     $ 33,337
                                                          ========     ========
Supplemental disclosure of cash flow information:

Non cash  changes to notes receivable                     $   --       $  1,559
                                                          ====         ========


                                      -7-
<PAGE>



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


Forward- Looking Statements

Forward-looking  statements  in this  Form  10-Q  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 the 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  effects  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  $276.4  million  in the first  three  fiscal
quarters of 2003.  The loss of these  sales was  partially  offset by  increased
sales to a new group of  customers  in the  Philadelphia  area that the  Company
began servicing in the second quarter of 2003.

Results of Operations

Thirteen weeks ended September 25, 2004 and September 27, 2003

Net sales for the  thirteen  weeks  ended  September  25, 2004  decreased  $88.6
million to $303.0  million from $391.6  million in the prior  period.  Excluding
sales of $89.9  million to A&P  during  the 2003  period,  sales  increased  $.9
million in the current period.  Other revenue,  consisting of recurring customer
related  services,  increased  to $2.9  million  for the  thirteen  weeks  ended
September 25, 2004 as compared to $2.5 million in the prior period due to modest
growth in other services provided to customers.


                                      -8-
<PAGE>

Gross margin  increased to 11.6% of net sales or $35.1  million for the thirteen
weeks  ended  September  25,  2004,  as  compared to 10.5% of net sales or $41.2
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  GAAP,  may   characterize   income  and  expenses
differently.

Warehouse expense increased as a percentage of net sales to 4.8% of net sales or
$14.6  million for the thirteen  weeks ended  September 25, 2004, as compared to
4.1% of net sales or $15.9 million in the prior period, primarily as a result of
fixed costs being  compared to lower overall  sales.  In addition,  rent expense
increased $.2 million in the current period as compared to the prior period as a
result of increased outside storage and occupancy costs related to the Company's
specialty  food  division.  The  Company  plans to  eliminate a portion of these
expenses in early 2005 as it integrates  these  operations into its expanded dry
grocery warehouse, which should be completed late in the fourth quarter of 2004.

Transportation  expense  increased as a  percentage  of net sales to 2.3% of net
sales or $7.0  million  for the  thirteen  weeks  ended  September  25,  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. In addition,  due
to a 47% rise in the  average  price per gallon for diesel  fuel in the  current
period as compared to the prior  period,  diesel  expense  increased $.1 million
even though fewer gallons were  purchased in the current  period due to the lost
A&P business.

Selling,  general and  administrative  expense increased to 2.6% of net sales or
$7.9 million for the thirteen weeks ended September 25, 2004 as compared to 2.0%
of net  sales or $7.8  million  in the prior  period as a result of fixed  costs
being compared to lower overall sales, additional expenses including salaries of
$.4 million related to the Company's newest distribution  operations  (specialty
foods and  Puerto  Rico),  and  additional  pension  expense  of $.1  million as
compared to the prior period. These additional expenses were partially offset by
a recoupment of prior transaction related expenses of $.5 million.

Net income for the thirteen  weeks ended  September 25, 2004 was $1.4 million as
compared to net income of $3.7 million in the prior period.


Thirty-nine weeks ended September 25, 2004 and September 27, 2003

Net sales for the thirty-nine  weeks ended  September 25, 2004 decreased  $248.8
million to $926.3 million from $1,175.0  million in the prior period.  Excluding
sales of $276.4 million to A&P during the 2003 period,  sales  increased 3.5% 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 $8.5 million for the thirty-nine  weeks ended September 25, 2004 as
compared to $7.2 million in the prior period, primarily as a result of increased
storage  and  warehousing  services  provided  by  the  Company  to  a  national
manufacturer  which  accounted for $.9 million of the increased other revenue in
the current period.

                                      -9-
<PAGE>

Gross  margin  increased  to  11.9%  of net  sales  or  $110.2  million  for the
thirty-nine weeks ended September 25, 2004, as compared to 10.4% of net sales or
$121.8 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 period 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  GAAP,  may   characterize   income  and  expenses
differently.

Warehouse expense increased as a percentage of net sales to 4.8% of net sales or
$44.2 million for the thirty-nine weeks ended September 25, 2004, as compared to
4.0% of net sales or $46.5 million in the prior period, primarily as a result of
fixed costs being compared to lower overall sales. In addition, rent expense for
the thirty-nine weeks ended September 25, 2004 increased approximately $.7
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 $20.7  million for the  thirty-nine  weeks ended  September 25, 2004 as
compared to 2.0% of net sales or $23.2 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
$25.2 million for the thirty-nine  weeks ended September 25, 2004 as compared to
2.1% of net  sales or $24.1  million  in the  prior  period as a result of fixed
costs being  compared to lower  overall  sales,  additional  expenses  including
salaries of $1.2 million related to the Company's newest distribution operations
and additional  pension  expense of $.3 million as compared to the prior period.
These  additional  expenses  were  partially  offset  by a  recoupment  of prior
transaction expenses of $.5 million

Net income for the  thirty-nine  weeks ended September 25, 2004 was $6.1 million
as compared to net income of $10.8 million in the prior period.

EBITDA was $24.3 million for the  thirty-nine  weeks ended September 25, 2004 as
compared  to $33.5  million in the prior  period.  While the loss of A&P was the
primary  reason for the  decline,  the Company  also  incurred  $1.7  million in
operating losses attributable to its newest distribution operations.

Reconciliation of EBITDA to net income (in thousands):

                                                      Thirty-nine weeks ended
                                                   Sept 25, 2004   Sept 27, 2003
     EBITDA                                           $24,297       $33,451
     Less: depreciation and
        amortization of fixed assets                    1,684         1,672
     Less: other amortization                             635         1,803
     Less: interest expense                            11,383        11,228
     Less: income tax provision                         4,516         7,947
                                                     --------      --------
     Net income                                       $ 6,079       $10,801
                                                       ======       =======


                                      -10-
<PAGE>


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 EBITDA as a measure of the  performance  of our
operations  without the vagaries of  fluctuations  in working  capital that cash
flow from  operations  would have.  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 $13.3 million of borrowings under the Company's revolving bank credit
facility  (excluding $6.0 million of outstanding letters of credit) at September
25,  2004.  The  Company had  additional  borrowing  capacity  of $73.4  million
available  at  that  time  under  the  Company's  then  current  borrowing  base
availability certificate. 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.

During the  thirty-nine  weeks ended  September 25, 2004, cash flows provided by
operating  activities were approximately $2.8 million,  consisting  primarily of
cash  generated  from income  before  non-cash  expenses of $9.3  million and an
increase  in  accrued  expenses  and other  liabilities  of $5.1  million  and a
decrease in  inventory  of $1.1  million,  offset by (i) an increase in accounts
receivable  of $9.1  million;  (ii) an  increase  in  prepaid  expenses  of $1.2
million,  (iii) a  decrease  in  accounts  payable  of $.7  million  and (iv) an
increase in other assets of $1.7 million.

Cash flows provided by investing  activities  during the thirty-nine weeks ended
September 25, 2004 were  approximately  $7.6 million consisting of $11.1 million
of note receivable collections, $2.0 million of proceeds from note participation
sales and $.1 million from proceeds from the sale of excess  trailers  offset by
$5.0 million of new notes  receivable and $.6 million for capital  expenditures.
Net cash used in financing  activities of approximately  $10.1 million consisted
primarily of a $10.0 million  dividend  paid,  and $.5 million of financing fees
paid offset by $.4 million of borrowings under the bank credit facility.


                                      -11-
<PAGE>

The  consolidated  indebtedness  of the Company  increased to $163.5  million at
September  25,  2004 as  compared  to $163.1  million at  December  27, 2003 and
stockholders'  equity  decreased  to $28.6  million  at  September  25,  2004 as
compared to $32.5  million at December  27,  2003  primarily  as a result of the
$10.0 million dividend paid March 31, 2004.

Consistent  with past  practice,  the Company  expects to make a tax  deductible
contribution  to its defined  benefit  pension plan before the end of the fiscal
year.  The range of the  expected  payment is $6.0 to $11.0  million.  The exact
number will be determined by the appropriate  discount rate in effect at the end
of the fiscal year as the Company estimates its ABO and compares it to FMV.

As previously reported, the Company anticipates that it will begin occupying the
160,000 square foot dry grocery  warehouse  expansion late in the fourth quarter
of 2004.  Expected annual rent costs are approximately $1.2 million which should
be  partially  offset  by a  reduction  in short  term  rent  expense  of public
warehouse  space  and  improved  productivity.  The  Company  expects  to  spend
approximately $1.3 million in leasehold improvements related to the expansion.

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 September 25, 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

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
Chief Financial Officer,  concluded that the Company's  disclosure  controls and
procedures  were effective as of September 25, 2004.  The Company's  management,
including the Company's  Chief Executive  Officer and Chief  Financial  Officer,
evaluated the Company's  internal control over financial  reporting to determine
whether any changes  occurred 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 (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Based on that evaluation,
there have been no such  changes  during the quarter  covered by this  quarterly
report.


                                      -12-
<PAGE>



II-OTHER INFORMATION


Item 6. Exhibits

     (a)  31.1 -  Certification  of the  Chief  Executive  Officer  pursuant  to
          Section 302 of the Sarbanes Oxley Act of 2002. Filed herewith.

          31.2- Certification of the Chief Financial Officer pursuant to Section
          302 of the Sarbanes Oxley Act of 2002. 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.



                                      -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 thereunto 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: November 8, 2004

                                      -14-