Exhibit 14.1

                             DI GIORGIO CORPORATION
                                 CODE OF ETHICS
                          FOR SENIOR EXECUTIVE OFFICERS



General Philosophy

          The honesty,  integrity and sound judgment of Di Giorgio Corporation's
("Di Giorgio" or the "Company") Senior Executive  Officers is fundamental to our
reputation and success. While all employees, officers and directors are required
to adhere to Di Giorgio's Code of Ethics, as published in the Company's Employee
Handbook,  as  revised,  the  professional  and  ethical  conduct  of the Senior
Executive  Officers is essential  for  compliance  with the  Company's  goals of
conducting its business and affairs in accordance  with applicable  laws,  rules
and regulations and maintaining the highest  standards of ethical conduct,  fair
dealing and honesty.

Applicability

          This Code of Ethics for Senior  Executive  Officers (the "Code") shall
apply  to  all  Senior  Executive  Officers  of Di  Giorgio.  "Senior  Executive
Officers" shall include the principal executive officer, the principal financial
officer,  the principal  accounting  officer or controller,  the principal legal
officer,  the principal  marketing/sales  officer, or persons performing similar
functions,  including Di Giorgio's Chief  Executive  Officer,  President,  Chief
Operating  Officer,  Chief Financial  Officer,  Executive Vice  President,  each
Senior Vice  President,  its General  Counsel and any other officers  performing
similar functions.

I.        Compliance and Reporting

          Senior  Executive   Officers  should  strive  to  identify  and  raise
potential  issues  before they lead to  problems  for the Company and should ask
about the  application  of the Code whenever there is a question as to whether a
violation  of the Code has  occurred  or will  occur.  Should  any of the Senior
Executive  Officers  become aware of an existing or  potential  violation of the
Code,  he or she  should  promptly  notify  the  chair  of the  Company's  Audit
Committee. The Company shall take such disciplinary,  corrective or preventative
action as it deems appropriate to address any existing or potential violation of
this Code.

          Confidentiality  regarding those who make compliance reports and those
potentially  involved  shall  be  maintained  to the  extent  possible  during a
compliance investigation. The Company does not tolerate retribution, retaliation
or  adverse  personnel  action  of any kind  against  any  person  for  lawfully
reporting a situation of potential  noncompliance with the Code, or providing to
the Company or any law enforcement or other governmental  agency any information
or assistance  relating to the commission or possible  commission of any federal
or state offense.

          The  Senior  Executive  Officers  have a  responsibility  to create an
environment  within  the  Company  in  which  compliance  with  the  Code and Di
Giorgio's  Code of  Ethics  is  treated  as a  serious  obligation  and in which
violations are not tolerated.  The Senior Executive Officers will establish and,
if  necessary,  modify the  procedures  by which  violations  of the Code and Di
Giorgio's Code of Ethics are to be reported.


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II.       Conflicts of Interest

          All business decisions must be made in the Company's best interest.  A
"conflict  of  interest"  arises  when  an  individual's  judgment  is or may be
influenced  by  considerations  of  improper  personal  gain or  benefit  to the
individual or another  person.  Even if no actual  conflict of interest  occurs,
situations  that  create the  appearance  of a conflict  may harm the  Company's
public relations or cause other problems damaging to the Company,  and, as such,
also should be avoided.  Conflicts  of interest  are  prohibited  as a matter of
Company policy, unless they have been approved in advance by the Company.

          For example,  a Senior Executive  Officer must never use or attempt to
use his or her position at the Company to obtain any improper  personal  benefit
for himself or herself,  for his or her family  members or for any other person,
including loans or guarantees of  obligations,  from any other person or entity.
In this regard,  service to the Company should never be subordinated to personal
gain and advantage. To the extent possible,  conflicts of interest always should
be avoided.  Any Senior Executive Officer who is aware of a material transaction
or relationship  that could reasonably be expected to give rise to a conflict of
interest  should  promptly  discuss the matter  with the chair of the  Company's
Audit Committee.

          In addition,  as a result of their close  relationships to the Company
and its business,  the Senior Executive  Officers have a special  responsibility
to:

     o    refrain,  without  the  approval  of  the  Board  of  Directors,  from
          transacting  business with the Company through any entity in which the
          officer  or a  member  of his or her  immediate  family  owns all or a
          controlling interest;

     o    refrain,  without  the  approval  of  the  Board  of  Directors,  from
          participating  in other  employment or serving as a director for other
          organizations  if  such  activity  reasonably  could  be  expected  to
          interfere  with the officer's  ability to act in the best interests of
          the Company or reasonably  could be expected to require the officer to
          use  proprietary,   confidential  or  non-public  information  of  the
          Company;

     o    refuse gifts,  favors or hospitality that would influence or appear to
          influence the recipient to act other than in the best interests of the
          Company; and

     o    report  to the  chair  of the  Audit  Committee  or to  the  Board  of
          Directors  any existing or  potential  director  positions  they hold,
          including positions on non-profit or charitable organization boards of
          directors.



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III.      Public Disclosure

          It is  the  Company's  policy  that  the  information  in  its  public
communications  and  disclosures,  including its filings with the Securities and
Exchange   Commission  (the  "SEC"),  be  full,  fair,   accurate,   timely  and
understandable.  All  employees,  officers and directors who are involved in the
Company's  disclosure  process,  including the Senior  Executive  Officers,  are
responsible  for  acting in  furtherance  of this  policy.  Specifically,  these
individuals   are  required  to  maintain   familiarity   with  the   disclosure
requirements  applicable  to the  Company  and  are  prohibited  from  knowingly
misrepresenting,  omitting or causing others to misrepresent  or omit,  material
facts  regarding the Company to others,  whether  within or outside the Company,
including  the Company's  independent  accountants.  In addition,  any employee,
officer or  director  who has a  supervisory  role in the  Company's  disclosure
process has an obligation to diligently discharge his or her responsibilities.

          The Senior Executive Officers,  in particular,  must act in good faith
and with due  care and  diligence  in  connection  with the  preparation  of the
Company's public disclosures. The Senior Executive Officers must ensure that the
financial  statements and reports submitted to the SEC are full, fair, accurate,
timely and  understandable.  The Senior  Executive  Officers  must also promptly
report any irregularities or deficiencies in the Company's internal controls for
financial reporting to the Audit Committee or the Board of Directors.

IV.       Compliance with Laws, Rules and Regulations

          It is the Company's  policy to comply with all applicable  laws, rules
and regulations. It is the personal responsibility of each employee, officer and
director  to adhere to the  standards  and  restrictions  imposed by those laws,
rules and regulations.

          The Senior Executive Officers, in particular, have a responsibility to
ensure  compliance with the applicable  rules and regulations of federal,  state
and local governments and of appropriate public and private regulatory  agencies
or  organizations.  In addition to adhering to established  Company policies and
procedures, these individuals must take steps to ensure that other employees and
officers follow such policies and procedures.

V.        Waivers of the Code

          All  Senior  Executive  Officers  are  required  to adhere  both to Di
Giorgio's  Code of Ethics and to this Code.  Any  violation of this Code will be
subject  to  appropriate  discipline,  up to and  including  dismissal  from the
Company and prosecution  under  appropriate law. Waivers of, or changes to, this
Code may be made on a  case-by-case  basis by the Company's  Board of Directors.
Any such waiver will be promptly disclosed by filing a Form 8-K with the SEC.




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