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 April 3, 1999         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 May 10, 1999, there were  outstanding  78.1158 shares of Class A Common
Stock and 78.8690 shares of Class B Common Stock.  The aggregate market value of
the voting  stock held by  non-affiliates  of the  registrant  is $0 because all
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,
      January 2, 1999 and April 3, 1999 (Unaudited).......................    1

   Consolidated Condensed Statements of Operations,
      Thirteen Weeks Ended March 28, 1998
      and April 3, 1999 (Unaudited).......................................    2

   Consolidated Condensed Statement of Stockholders= Deficiency,
      Thirteen Weeks Ended April 3, 1999 (Unaudited)......................    3

   Consolidated Condensed Statements of Cash Flows,
     Thirteen Weeks Ended March 28, 1998 and
      April 3, 1999  (Unaudited)..........................................    4

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

Item 2.  Management's Discussion and Analysis of Financial Condition
     and Results of Operations............................................    6


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.................................   11

Signatures................................................................   12

<PAGE>



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

                                              January 2,     April 3,
                                                 1999         1999
                                                            (Unaudited)
                 ASSETS
Current Assets:
  Cash......................................    $   459        $ 2,163
  Accounts and notes receivable-net.........     83,012         88,072
  Inventories...............................     60,482         58,147
  Deferred taxes............................     11,283         11,283
  Prepaid expenses..........................      3,055          3,036
                                                  -----          -----
        Total current assets................    158,291        162,701
                                                -------        -------
Property, Plant & Equipment
  Cost......................................     18,652         19,432
  Accumulated depreciation..................    (10,319)       (10,759)
                                                 ------         ------
  Net.......................................      8,333          8,673
                                                 ------         ------
Long-term notes receivable..................     11,844         12,219
Deferred taxes..............................      2,063          2,063
Other assets................................     13,193         12,646
Deferred financing costs....................      4,935          4,755
Excess of costs over net assets acquired....     76,169         75,562
                                                 ------         ------
         Total assets.......................   $274,828       $278,619
                                               ========       ========
     LIABILITIES & STOCKHOLDERS' DEFICIENCY 
Current Liabilities:
  Notes payable-revolver....................    $20,628        $13,823
  Accounts payable..........................     71,616         73,497
  Accrued expenses..........................     24,719         32,330
  Notes and leases payable within one year..        211            206
                                                 ------          -----
        Total current liabilities...........    117,174        119,856
                                                -------        -------
Long-term debt..............................    155,000        155,000
Capital lease liability.....................      2,288          2,242
Other long-term liabilities.................      4,067          3,744

Stockholders' Deficiency:
  Common stock..............................          -              -
  Additional paid-in-capital................      8,002          8,002
  Accumulated deficit.......................    (11,703)       (10,225)
                                                 ------          -----
        Total stockholders' deficiency           (3,701)        (2,223)
                                                 ------         ------
         Total liabilities & stockholders'
          deficiency........................   $274,828       $278,619
                                               ========       ========

         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
                                                  -----------------------
                                                   March 28,   April 3,
                                                     1998        1999
Revenue:
  Net sales.....................................   $279,720    $354,808
  Other revenue.................................      1,836       2,058
                                                      -----       -----
        Total revenue...........................    281,556     356,866
Cost of products sold...........................    252,804     322,453
                                                    -------     -------
Gross profit-exclusive of
 warehouse expense shown below..................     28,752      34,413

  Warehouse expense.............................     11,421      13,730
  Transportation expense........................      6,161       6,837
  Selling, general and
  administrative expense........................      5,888       6,571
  Amortization-excess of cost
  over net assets acquired......................        615         606
                                                     ------       -----
Operating income................................      4,667       6,669

  Interest expense..............................      4,776       4,353
  Amortization-deferred financing costs.........        180         180
  Other (income)-net............................       (519)       (691)
                                                      -----       -----
Income before income taxes and
 extraordinary items............................        230       2,827
Income tax expense (benefit)....................        310       1,349
                                                      -----       -----
Income before extraordinary items...............        (80)      1,478
Extraordinary loss on extinguishment
 of debt-net of tax.............................       (201)          0
                                                      -----       -----

Net income (loss)...............................      $(281)     $1,478
                                                      =====       =====

         See Notes to Consolidated Condensed Financial Statements


                                      -2-
<PAGE>


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

                                            Additional
                   Class A       Class B     Paid-In (Accumulated
                 Common Stock  Common Stock  Capital    Deficit)  Total
                 ------------  ------------  -------    -------   ------
                 Shares Amount Shares Amount
Balance at
 January 2,
 1999           78.1158  $ -- 78.8690  $ --   $ 8,002  ($11,703) ($3,701)

Net income          --    --      --    --       --       1,478    1,478
                -------  ---- -------  ----   -------   -------    -----
Balance at
 April 3,
 1999           78.1158  $ -- 78.8690  $ --   $ 8,002  ($10,225) ($2,223)
                =======  ==== =======  ====   =======   =======   ======

         See Notes to Consolidated Condensed Financial Statements


                                      -3-
<PAGE>


                     DI GIORGIO CORPORATION and SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                              (in thousands)
                                   (unaudited)
                                                  Thirteen weeks ended
                                                 March 28,     April 3,
                                                   1998          1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...............................   ($281)       $1,478
Adjustments to reconcile net income to net
 cash provided by operating activities
   Extraordinary loss on extinguishment
    of debt-net of tax..........................     201             0
   Depreciation and amortization................     733           440
   Amortization.................................   1,300         1,322
   Provision for bad debts......................     375           300
   Increase in prepaid pension cost.............     (75)            0
Changes in assets and liabilities:
  (Increase) decrease in:
   Accounts & notes receivable..................     (24)       (5,360)
   Inventory....................................  (2,639)        2,335
   Prepaid expenses.............................     894            19
   Long-term receivables........................    (657)         (375)
   Others assets................................      46             9
 (Decrease) increase in:
   Accounts payable.............................   3,754         1,881
   Accrued expenses and other liabilities.......   3,142         7,291
                                                  ------        ------
Net cash provided by operating activities.......   6,769         9,340
                                                   -----         -----
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment.......    (339)         (780)
                                                   -----           ---
Net cash used in investing activities...........    (339)         (780)
                                                   -----         -----
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments)under
   revolving line-of-credit.....................     505        (6,805)
Capital lease payments..........................     (47)          (51)
Premiums paid on redemption of 12% notes........    (335)            0
Long-term debt payments.........................  (7,606)            0
                                                   -----         -----
Net cash used in financing activities...........  (7,483)       (6,856)
                                                   -----         -----
(Decrease) increase in cash.....................  (1,053)        1,704
Cash at beginning of period.....................   2,426           459
                                                   -----         -----
Cash at end of period...........................  $1,373        $2,163
                                                   =====         =====
Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest....................................  $1,180          $543
                                                   =====         =====
    Income Taxes (Refunds)......................    ($29)         $138
                                                   =====         =====

         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 April 3, 1999, the consolidated
condensed  statements of operations  for the thirteen weeks ended March 28, 1998
and April 3, 1999, the consolidated  condensed  statements of cash flows for the
thirteen  weeks  ended  March 28,  1998 and  April 3,  1999,  and  stockholders=
deficiency  for the thirteen  weeks ended April 3, 1999,  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  January 2, 1999 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.

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



                                      -5-
<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 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;
restrictions  imposed by the documents  governing  the  Company=s  indebtedness;
competition; the Company=s reliance on several significant customers;  potential
losses from loans to its retailers;  potential  environmental  liabilities which
the  Company  may  have;  the  Company=s  labor  relations;  dependence  on  key
personnel;  changes in business  regulation;  business abilities and judgment of
personnel;  year 2000  computer  related  issues;  and changes in, or failure to
comply with government regulations .

Results of Operations

Thirteen weeks ended April 3, 1999 and March 28, 1998

Net sales for the  thirteen  weeks ended  April 3, 1999 were  $354.8  million as
compared to $279.7  million for the thirteen  weeks ended March 28,  1998.  This
26.8% increase in net sales primarily  reflects sales to a group of supermarkets
operating  under the Foodtown banner that began in late December 1998 as well as
increased sales to existing customers.

Other revenue,  consisting of recurring customer related services,  increased to
$2.1  million  for the  thirteen  weeks  ended April 3, 1999 as compared to $1.8
million  in the  prior  period as a result of the  Company's  overall  increased
business.

Gross margin  (excluding  warehouse  expense)  decreased to 9.7% of net sales or
$34.4 million for the thirteen weeks ended April 3, 1999 as compared to 10.3% of
net sales or $28.8 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  additions of high
volume, low margin customers, the decrease in promotional activities, changes in
product mix, or competitive  pricing pressures may continue to have an effect on
gross margin.

Warehouse expense decreased as a percentage of net sales to 3.9% of net sales or
$13.7 million for the thirteen  weeks ended April 3, 1999 as compared to 4.1% of
net sales or $11.4 million due to the effect of applying  largely fixed costs to
higher  revenues.  The current  quarter  also  includes  $1.1 million of expense
relating to the Garden City facility which is set to close as a storage facility
in the second quarter of 1999. Excluding the expense relating to the Garden City
facility, warehouse expense would have decreased to 3.6% of net sales.

                                      -6-
<PAGE>


Transportation  expense  decreased  to 1.9% of net sales or $6.8 million for the
thirteen  weeks  ended  April 3, 1999 as  compared  to 2.2% of net sales or $6.2
million  in the prior  period due to  greater  efficiencies  and a change in the
Company's customer base.

Selling,  general and  administrative  expense  declined to 1.9% of net sales or
$6.6 million for the  thirteen  weeks ended April 3, 1999 as compared to 2.1% of
net sales or $5.9  million  for the prior  period due to the effect of  applying
largely fixed costs to higher revenues.

Other  income,  net of other  expenses,  increased  to $691,000 for the thirteen
weeks ended April 3, 1999 as compared  to  $519,000  for the prior  period.  The
increase  reflects an  increased  level of  interest  income as a result of more
customer loans.

Interest expense decreased to $4.4 million for the thirteen weeks ended April 3,
1999 from $4.8  million for the prior  period due to lower  average  outstanding
levels of the Company=s funded debt.

The Company  recorded an income tax provision of $1.3  million,  resulting in an
effective  income tax rate of 48% for the thirteen  weeks ended April 3, 1999 as
compared to a provision of $310,000  resulting  in an effective  rate of 135% in
the prior period. The Company=s  estimated effective tax rate is higher than the
statutory tax rate primarily because of the  nondeductibility  of certain of the
Company=s amortization of the excess of cost over net assets acquired;  however,
due to net operating loss  carryforwards for tax purposes,  the Company does not
expect to pay federal  income tax for the current year with the  exception of an
alternative minimum tax.

The Company  recorded net income for the  thirteen  weeks ended April 3, 1999 of
$1.5  million as  compared  to a loss of  $281,000  in the prior  period,  which
included an extraordinary  loss on the extinguishment of debt of $201,000 net of
tax.


Liquidity and Capital Resources

Cash flows from operations 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 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 $13.8
million (not including  $5.3 million of outstanding  letters of credit) at April
3, 1999.  Additional  borrowing  capacity of $65.7 million was available at that
time under the Company's then current,  borrowing base certificate.  The Company
believes  that these  sources will be adequate to meet its  anticipated  working
capital needs, capital expenditures, and debt service requirements during fiscal
1999.

During the thirteen weeks ended April 3, 1999,  cash flows provided by operating
activities  were $9.3 million,  consisting  primarily of (i) cash generated from
income  before  non-cash  expenses  and (ii) an increase  in  accounts  payable,
accrued expenses and other liabilities of $9.2 million,  a decrease in inventory
of $2.3 million, offset by an increase in accounts receivable of $5.4 million.

                                      -7-
<PAGE>

Cash flows used in investing activities during the thirteen weeks ended April 3,
1999  were  approximately  $780,000,  which  was used  exclusively  for  capital
expenditures.  Net cash  used in  financing  activities  of  approximately  $6.9
million was utilized to reduce the amount  outstanding  under the Company's bank
revolver.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and amortization, was $8.9 million during the thirteen weeks ended April 3, 1999
as  compared  to $7.0  million in the prior  period.  Excluding  the net cost of
operations  related to Garden City facility,  EBITDA would have increased 37% to
$9.7 million. The Company has presented EBITDA supplementally because management
believes  this  information  is useful given the  significance  of the Company's
depreciation  and  amortization  and because of its highly  leveraged  financial
position. This data should not be considered as an alternative to any measure of
performance  or liquidity as promulgated  under  generally  accepted  accounting
principles  (such as net  income/loss  or cash  provided  by/used in  operating,
investing  and  financing  activities),  nor  should  they be  considered  as an
indicator of the  Company's  overall  financial  performance.  Also,  the EBITDA
definition  used  herein may not be  comparable  to  similarly  titled  measures
reported by other companies.

As part of the Company's 1998 $4.2 million facility  integration and abandonment
expense,  related to the shut down of the Garden City  facility  and the move of
its frozen business to Carteret,  New Jersey,  the Company recorded a reserve of
$2.8  million  consisting  of (i) $2.2  million  related to rent and real estate
taxes  from  May 1,  1999,  the  anticipated  closure  date of its  Garden  City
facility,  through March 31, 2000, the lease termination date, and (ii) $600,000
for the removal of certain  equipment.  As of April 3, 1999,  the balance of the
facility  integration and abandonment  reserve remained at $2.8 million,  all of
which is expected to be expended before March 31, 2000. The Company continues to
expect  that the  closure of the  facility  will occur in the second  quarter of
1999.

The  consolidated  indebtedness  of the Company  decreased to $171.3  million at
April 3, 1999 as  compared to $178.1  million at January 2, 1999.  Stockholders=
deficiency was $2.2 million on April 3, 1999 as compared to a deficiency of $3.7
million on January 2, 1999.

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 April 3, 1999, the Company was in compliance
with its covenants.

From time to time when the Company considered market conditions attractive,  the
Company has purchased on the open market a portion of its public debt and may in
the future purchase and retire a portion of its outstanding public debt.


                                      -8-
<PAGE>


Year 2000 Computer Issues

State of readiness

The Company has  implemented a Year 2000 compliance  program  designed to insure
that the Company's  computer  systems and  applications  will function  properly
beyond 1999.  The program is led by the Company's  vice president of information
systems  and  consists of  employees  from across  division  lines.  The Company
believes it has identified all of the systems which need testing,  including but
not  limited  to its  traditional  computer  systems  as well as  those  systems
containing  embedded chip  technology  commonly found in buildings and equipment
connected with a building's  infrastructure  such as heating,  refrigeration and
air conditioning systems, security systems and telephones.  The vast majority of
testing to determine if a system is Year 2000 compliant is complete. Portions of
the  remediation  phase are also complete and currently in use. The remainder of
the  remediation  phase is projected  to be  completed in the second  quarter of
fiscal 1999. In some cases,  new systems will be purchased and those should also
be in place no later than the end of the second quarter of fiscal 1999.

Costs

The total  expected  cost of the  Company's  Year  2000  compliance  program  is
projected  to be less than  $1.25  million,  consisting  primarily  of  internal
salaries,  of which  approximately  $895,000 has been spent as of April 3, 1999.
All costs are  expensed as  incurred.  The Company  expects to  outsource,  on a
limited basis, some of this effort.

Risks

Although the full consequences are unknown,  the failure of one of the Company's
critical  computer systems or the failure of an outside system,  such as that of
the Federal Reserve or the electric utilities, may result in the interruption of
the  Company's  business  which may result in a material  adverse  effect on the
results of operations  or financial  condition of the Company.  With  particular
respect to inventory purchased for resale from the Company's 1,120 vendors,  the
Company does not expect that any  vendor(s)  Year 2000  problem(s)  would have a
long-term  negative  effect on the  Company  because  the worst thing that would
happen is the Company would not receive any of that vendor's product for resale.
In such an instance,  the Company would not expect any of its competitors  would
receive that product  either,  so the Company and the Company's  customers would
not be at a competitive disadvantage.

With respect to the Company's larger customers,  communications are ongoing with
respect to their  progress  in managing  Year 2000  issues such as insuring  the
integrity of the  procurement  system as well as helping the smaller  customers'
critical needs such as cash registers and point-of-sale  (POS) systems.  Despite
the relative lack of problems  encountered in these  discussions with both large
and  small  customers  of the  Company  to  date,  the  Company  has  no  direct
confirmation or control of our customers'  Year 2000  remediation  efforts,  and
there can be no assurance that system failures, which may cause material adverse
results to our customers, would not have an adverse effect on the Company.


                                      -9-
<PAGE>

Contingency Plans

The Company is in the process of  developing  contingency  plans for those areas
which  might be  effected  by the Year 2000  problem;  however,  there can be no
assurances that a contingency plan will exist for all situations.


                                      -10-
<PAGE>


                              II-OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

          (b)     Reports on Form 8-K.      None



                                      -11-
<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:    May 12, 1999


                                      -12-
<PAGE>