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 Quarter Ended September 29, 2001

     [ ] 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 October 29, 2001, there were outstanding 78.1158 shares of Class A
     Common Stock and 76.8690 shares of Class B Common Stock.

<PAGE>


                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                      INDEX



PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

   Consolidated Condensed Balance Sheets,
     December 30, 2000 and September 29, 2001 (Unaudited)...................  1

   Consolidated Condensed Income Statements,
     Thirty-Nine Weeks Ended September 30, 2000
     and September 29, 2001 (Unaudited).....................................  2

   Consolidated Condensed Statement of Stockholders' Equity,
     Thirty-Nine Weeks Ended September 29, 2001 (Unaudited).................  3

   Consolidated Condensed Statements of Cash Flows,
     Thirty-Nine Weeks Ended September 30, 2000 and
     September 29, 2001  (Unaudited)........................................  4

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

Item 2.  Management's Discussion and Analysis of Financial Condition
     and Results of Operations .............................................  7


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K .................................. 12

Signatures ................................................................. 13

<PAGE>


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

                                                     December 30,  September 29,
                                                        2000            2001
                                                                     (Unaudited)

                             ASSETS
Current Assets:
Cash .............................................     $   1,744      $  21,675
Accounts and notes receivable-net ................        92,748        104,420
Inventories ......................................        64,687         63,365
Deferred taxes ...................................         3,973              0
Prepaid expenses .................................         3,727          5,679
                                                       ---------      ---------
Total current assets .............................       166,879        195,139
                                                       ---------      ---------

Property, Plant & Equipment
Cost .............................................        23,720         25,113
Accumulated depreciation .........................       (13,381)       (15,119)
                                                       ---------      ---------
Net ..............................................        10,339          9,994
                                                       ---------      ---------

Long-term notes receivable .......................        15,034          7,682
Other assets .....................................        22,308         22,586
Deferred financing costs .........................         3,922          3,434
Excess of costs over net assets acquired .........        71,319         69,499
                                                       ---------      ---------
Total assets .....................................     $ 289,801      $ 308,334
                                                       =========      =========

               LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable-revolver ...........................        10,410              0
Accounts payable .................................        74,663         85,304
Accrued expenses .................................        25,505         35,555
Notes and leases payable within one year .........            63             56
                                                        --------       --------
Total current liabilities ........................       110,641        120,915
                                                        --------       --------

Long-term debt ...................................       155,000        155,000
Capital lease liability ..........................         2,058          2,015
Other long-term liabilities ......................         7,895          7,465
Stockholders' Equity:
Common stock .....................................          --             --
Additional paid-in-capital .......................         8,002          8,002
Retained earnings ................................         6,205         14,937
                                                        --------       --------
Total stockholders' equity .......................        14,207         22,939
                                                        --------       --------
Total liabilities & stockholders' equity .........      $289,801       $308,334
                                                       =========       ========


            See Notes to Consolidated Condensed Financial Statements


                                       -1-
<PAGE>


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

                                  Thirteen weeks ended   Thirty-Nine weeks ended
                                  --------------------   -----------------------
                                  Sept. 30,   Sept. 29,  Sept. 30,    Sept. 29
                                    2000        2001       2000          2001

Revenue:
Net sales ....................... $ 362,674  $ 372,985 $ 1,093,177  $ 1,128,854
Other revenue ...................     1,641      1,977       5,244        5,901
                                  ---------  --------- -----------  -----------
Total revenue ...................   364,315    374,962   1,098,421    1,134,755

Cost of products sold ...........   329,165    337,846     992,213    1,022,539
                                  ---------  --------- -----------  -----------

Gross profit-exclusive of .......    35,150     37,116     106,208      112,216
  warehouse expense shown below

Warehouse expense ...............    13,026     13,462      39,039       40,261
Transportation expense ..........     7,229      7,437      21,109       22,115
Selling, general and
  administrative expense ........     7,608      7,497      22,439       22,685

Amortization - excess of cost
  over net assets acquired ......       606        606       1,819        1,819
                                  ---------  --------- -----------  -----------


Operating income ................     6,681      8,114      21,802       25,336

Interest expense ................     3,989      3,698      12,068       12,046
Amortization - deferred
  financing costs ...............       210        163         614          488
Other (income) - net ............      (946)      (781)     (2,373)      (2,843)
                                  ---------  --------- -----------  -----------

Income before income taxes ......     3,428      5,034      11,493       15,645
Income tax expense ..............     1,589      2,232       5,252        6,913
                                  ---------  --------- -----------  -----------

Net income ...................... $   1,839  $   2,802 $     6,241  $     8,732
                                  =========  ========= ===========  ===========



            See Notes to Consolidated Condensed Financial Statements


                                       -2-
<PAGE>


            Consolidated Condensed Statement of Stockholders' Equity
                        (in thousands, except share data)
                                   (unaudited)

                      Class A          Class B
                   Common Stock     Common Stock   Additional
                 ---------------   --------------   Paid In   Retained
                 Shares   Amount   Shares  Amount   Capital   Earnings   Total

Balance at
December 30,
2000             78.1158   $ --    76.8690   $ --   $8,002     $6,205    $14,207


Net income            --     --         --     --       --     8,732      8,732
                      --     --         --     --       --     ------     -----

Balance at
September 29,
2001             78.1158   $ --    76.8690   $ --   $8,002    $14,937    $22,939
                 =======   ====    =======   ====   ======    =======    =======



            See Notes to Consolidated Condensed Financial Statements


                                       -3-
<PAGE>


                     Di Giorgio Corporation and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

                                                       Thirty-nine weeks ended
                                                       -----------------------
                                                     September 29, September 30,
                                                         2000           2001

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                               $6,241          $8,732
Adjustments to reconcile net income to net cash
  provided by operating activities
Depreciation and amortization ..................          1,599          1,736
Amortization ...................................          3,870          3,895
Provision for doubtful accounts ................            750            450
Non cash pension income ........................           (300)          (364)
Deferred taxes .................................          4,773          3,973
Changes in assets and Liabilities:
(Increase) decrease in:
Accounts & notes receivable ....................         (4,214)       (19,957)
Inventory ......................................         (5,291)         1,322
Prepaid expenses ...............................         (1,591)        (1,952)
Long-term receivables ..........................         (5,523)         5,360
Other assets ...................................         (4,997)        (1,500)
Increase in:
Accounts payable ...............................          9,094         10,641
Accrued expenses and other liabilities .........          6,339          9,619
                                                       --------       --------
Net cash provided by operating activities ......         10,750         21,955
                                                       --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant & equipment .......         (2,115)        (1,391)
                                                       --------       --------
Net cash used in investing activities ..........         (2,115)        (1,391)
                                                       --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit ..         (5,644)       (10,410)
Proceeds from note participation sale ..........              0          9,827
Capital lease payments .........................           (125)           (50)
Dividends paid .................................         (2,500)             0
                                                       --------       --------
Net cash used in financing activities ..........         (8,269)          (633)

Increase in cash ...............................            366         19,931

Cash at beginning of period ....................            988          1,744
                                                       --------       --------

Cash to end of period ..........................       $  1,354       $ 21,675
                                                       ========       ========

Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest .......................................       $  8,205       $  8,207
                                                       ========       ========
Income taxes ...................................       $    648       $  2,100
                                                       ========       ========

            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  29,  2001,  the
consolidated  condensed income statements for the thirty-nine weeks and thirteen
weeks ended  September 30, 2000 and September 29, 2001,  consolidated  condensed
statement of stockholders'  equity for the thirty-nine weeks ended September 29,
2001,  and  the  consolidated   condensed  statements  of  cash  flows  for  the
thirty-nine  weeks ended  September 30, 2000 and September 29, 2001, 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 30, 2000,  as well
as, Form 10-Q for the  quarters  ended March 31, 2001 and June 30, 2001 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.


2.   NEW ACCOUNTING PRONOUNCEMENTS


In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, Business Combinations.  This
Statement  addresses  the  financial   accounting  and  reporting  for  business
combinations  and  supersedes  Accounting  Principles  Bulletin  ("APB") No. 16,
Business   Combinations,   and  SFAS  No.  38,  Accounting  for   Preacquisition
Contingencies of Purchased Enterprises.  SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations  initiated after June
30, 2001 and  establishes  criteria to separately  recognize  intangible  assets
apart from  goodwill.  The Company  does not believe  that the  adoption of this
pronouncement  will  have a  material  impact  on the  consolidated  results  of
operations.



                                       -5-
<PAGE>



In July 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets. This Statement addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes No. 17,  Intangible  Assets.
This Statement requires, among other things, that goodwill and intangible assets
that have indefinite useful lives should not be amortized,  but rather should be
tested at least  annually  for  impairment,  using the  guidance  for  measuring
impairment set forth in the  Statement.  SFAS No. 142 is effective for the first
quarter in the  fiscal  year  ending  December  28,  2002,  or for any  business
combinations  initiated  after June 30, 2001. The Company has not yet determined
the  impact of  adopting  this  pronouncement  on the  consolidated  results  of
operations.

In August 2001, the FASB issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.  This Statement  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Statement requires that the fair value of
a liability  for an asset  retirement  obligation be recognized in the period in
which it is incurred  if a  reasonable  estimate of fair value can be made.  The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived  asset. SFAS No. 143 is effective for the first quarter in the
fiscal  year ending  January 3, 2004.  The  Company  does not  believe  that the
adoption of this  pronouncement  will have a material impact on the consolidated
results of operations.

In October 2001, the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived Assets. The Statement addresses financial  accounting and
reporting for the impairment of long-lived  assets and for long-lived  assets to
be disposed of. SFAS No. 144 supersedes  FASB Statement No. 121,  Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
However, this Statement retains the fundamental  provisions of Statement 121 for
(a)  recognition  and  measurement of the impairment of long-lived  assets to be
held and used and (b)  measurement  of  long-lived  assets to be  disposed of by
sale.  SFAS No. 144 is effective for the first quarter in the fiscal year ending
December  28,  2002.  The  Company  does not believe  that the  adoption of this
pronouncement  will  have a  material  impact  on the  consolidated  results  of
operations.



                                       -6-
<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-K  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  their  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 have;  dependence on key personnel;  changes in business regulation;
business  abilities  and  judgment of  personnel;  and changes in, or failure to
comply with government  regulations;  potential commercial vehicle restrictions;
inflation  especially with respect to wages and energy costs; and the results of
terrorism or terrorist acts against the Company.


Results of Operations

Thirteen weeks ended September 29, 2001 and September 30, 2000

Net sales for the thirteen  weeks ended  September  29, 2001 rose 2.8% to $373.0
million as compared to $362.7 million for the thirteen weeks ended September 30,
2000  primarily  due to  higher  sales to  existing  customers.  Other  revenue,
consisting of recurring customer related services, increased to $2.0 million for
the thirteen  weeks ended  September 29, 2001 as compared to $1.6 million in the
prior period.

Gross margin  increased to 10.0% of net sales or $37.1  million for the thirteen
weeks  ended  September  29,  2001,  as  compared  to 9.7% of net sales or $35.2
million for the prior period,  reflecting 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,  factors  such as the  additions of high volume,
lower  margin  customers,  changes  in  manufacturers'  promotional  activities,
changes in product mix, or competitive  pricing  pressures may have an effect on
gross margin.  It is uncertain  whether the higher gross margins realized in the
second and third quarters of 2001 will continue.


                                       -7-
<PAGE>


Warehouse  expense  remained  flat as a  percentage  of net sales at 3.6% of net
sales or $13.5  million for the thirteen  weeks ended  September  29,  2001,  as
compared to 3.6% of net sales or $13.0  million in the prior  period,  as higher
wages were offset by increased fixed cost absorption.

Transportation  expense also  remained flat at 2.0% of net sales or $7.4 million
for the thirteen weeks ended September 29, 2001 as compared to 2.0% of net sales
or $7.2 million in the prior period as better productivity offset higher wages.

Selling,  general and  administrative  expense decreased to 2.0% of net sales or
$7.5 million for the thirteen weeks ended September 29, 2001 as compared to 2.1%
of net sales or $7.6 million in the prior period.

Other income  decreased to $781,000 in the thirteen  weeks ended  September  29,
2001 as compared to $946,000 for the prior period.

Interest  expense  decreased  to $3.7  million  for  the  thirteen  weeks  ended
September 29, 2001 from $4.0 million for the prior period.

The Company  recorded an income tax provision of $2.2  million,  resulting in an
effective income tax rate of 44% for the thirteen weeks ended September 29, 2001
as compared to a provision of $1.6  million and an effective  rate of 46% 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.

The Company  recorded net income for the thirteen weeks ended September 29, 2001
of $2.8 million as compared to a net income of $1.8 million in the prior period.



Thirty-nine weeks ended September 29, 2001 and September 30, 2000

Net  sales for the  thirty-nine  weeks  ended  September  29,  2001 rose 3.3% to
$1,128.9 million as compared to $1,093.2 million for the thirty-nine weeks ended
September 30, 2000  primarily due to higher sales to existing  customers.  Other
revenue,  consisting of recurring  customer related services,  increased to $5.9
million for the  thirty-nine  weeks ended September 29, 2001 as compared to $5.2
million in the prior period.

Gross  margin  increased  to  9.9%  of net  sales  or  $112.2  million  for  the
thirty-nine  weeks ended September 29, 2001, as compared to 9.7% of net sales or
$106.2  million  for  the  prior  period,  reflecting  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,  factors such as the additions of
high  volume,  lower margin  customers,  changes in  manufacturers'  promotional
activities, changes in product mix, or competitive pricing pressures may have an
effect on gross  margin.  It is  uncertain  whether  the  higher  gross  margins
realized in the second quarter and third quarters of 2001 will continue.



                                      -8-
<PAGE>



Excluding final shutdown  expenses  relating to the Company's former Garden City
facility  (which lease  terminated  on March 31,  2000) in the first  quarter of
2000,  warehouse  expense  increased as a percentage of net sales to 3.6% of net
sales or $40.3 million for the  thirty-nine  weeks ended  September 29, 2001, as
compared to 3.5% of net sales or $38.6 million in the prior period, primarily as
a result of higher wages, partially offset by increased fixed cost absorption.

Transportation  expense  increased to 2.0% of net sales or $22.1 million for the
thirty-nine  weeks ended  September 29, 2001 as compared to 1.9% of net sales or
$21.1 million in the prior period as higher wages were only partially  offset by
better productivity.

Selling,  general and administrative  expense remained flat at 2.0% of net sales
or $22.7 million for the thirty-nine  weeks ended September 29, 2001 as compared
to 2.0% of net sales or $22.4 million for the prior period.

Other income increased to $2.8 million in the thirty-nine  weeks ended September
29, 2001 as compared to $2.4  million for the prior  period  primarily  due to a
$520,000 settlement of a business interruption insurance claim resulting from an
incident in January 2001.

Interest expense  decreased  slightly to $12.0 million for the thirty-nine weeks
ended September 29, 2001 from $12.1 million for the prior period.

The Company  recorded an income tax provision of $6.9  million,  resulting in an
effective  income tax rate of 44% for the thirty-nine  weeks ended September 29,
2001 as compared to a provision of $5.3 million and an effective  rate of 46% 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.

The Company  recorded net income for the  thirty-nine  weeks ended September 29,
2001 of $8.7  million as compared  to a net income of $6.2  million in the prior
period.



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 June
30,  2004 and  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.

Borrowings  under the Company's  bank credit  facility  were $0 (excluding  $4.9
million of outstanding letters of credit) at September 29, 2001. The Company had
additional  borrowing capacity of $85.1 million available at that time under the
Company's then current  borrowing base availability  certificate.  Invested cash
was approximately $20.8 million at September 29, 2001. The Company believes that
these sources will be adequate to meet its  anticipated  working  capital needs,
capital  expenditures,  dividend payments, if any, and debt service requirements
during the next four fiscal quarters.

As of September 29, 2001,  the Company was  permitted by its loan  agreements to
pay a dividend in an amount up to $5.3 million if paid before December 31, 2001.


                                       -9-
<PAGE>


During the  thirty-nine  weeks ended  September 29, 2001, cash flows provided by
operating  activities were approximately $22.0 million,  consisting primarily of
(i) cash generated from income before non-cash  expenses of $18.4 million,  (ii)
an increase in accounts payable, accrued expenses and other liabilities of $20.3
million, and (iii) a decrease in long-term  receivables of $5.4 million and (iv)
a reduction of  inventory of $1.3 million  offset by (i) an increase in accounts
and notes  receivable of $20.0 million,  (ii) an increase in prepaid expenses of
$2.0  million,  and  (iii) an  increase  in other  assets of $1.5  million.  The
increase in accounts  payable and accrued  expenses was  primarily the result of
timing  differences  between the receipt of inventory and the payable due dates,
as well as, a new tax law  provision  that  allowed a one-time  deferral  of its
September  15th  estimated  income tax payment  until October 1st. On October 1,
2001,  the Company made its third quarter  estimated  income tax payment of $3.1
million.

Cash flows used in  investing  activities  during the  thirty-nine  weeks  ended
September 29, 2001 were approximately $1.4 million,  which were used exclusively
for capital expenditures. Net cash used in financing activities of approximately
$633,000  consisted of $9.8  million  from the proceeds of note sales  discussed
below,  offset by a reduction in the amount outstanding under the Company's bank
credit facility of $10.4 million.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and amortization, was $33.3 million during the thirty-nine weeks ended September
29, 2001 as compared to $29.0 million in the same period of the prior year.  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.

The  consolidated  indebtedness  of the Company  decreased to $157.1  million at
September  29,  2001 as  compared  to $167.5  million at  December  30, 2000 and
stockholders'  equity  increased  to $22.9  million  at  September  29,  2001 as
compared to $14.2 million at December 30, 2000.

In March 2001,  June 2001, and September  2001,  the Company sold  non-recourse,
senior  participations in selected portfolios of its customer notes to a bank at
par. Aggregate proceeds from the sales were $9.8 million. All proceeds were used
to repay the bank credit facility or provide working capital. The primary reason
for these sales was to enhance the Company's  ability to lend money to customers
within the  confines of its loan  agreements.  The  Company may sell  additional
participations from time to time.

On August 31,  2001,  the Company  signed  amendments  to its grocery and frozen
warehouse  leases  which  provide  for,  among  other  things,  the  addition of
approximately  100,000 square feet of additional frozen warehouse space and 8.88
acres of  additional  land.  The  aggregate  annual  rent  obligation,  when the
expansion is completed,  will rise, depending on the then current interest rate,
by  approximately  $1.3 million.  The Company  expects the additional rent to be
offset by increased productivity and additional business.


                                      -10-
<PAGE>


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 29, 2001, the Company was in compliance with its covenants.

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



                                      -11-
<PAGE>



II-OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibit 10.14 (13) First Amendment, dated August 31, 2001, to Carteret
          frozen food warehouse lease dated November 26, 1997.

          Exhibit 10.15 (13) Fourth Amendment, dated August 31, 2001, to
          Carteret grocery warehouse lease dated as of February 11, 1994.

     (b)  Reports on Form 8-K. None



                                      -12-
<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/ 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:    October 31, 2001



                                      -13-


<PAGE>



                                  EXHIBIT INDEX


EXHIBIT
NUMBER                            DESCRIPTION

10.14 (13) First Amendment, dated August 31, 2001, to Carteret
          frozen food warehouse lease dated November 26, 1997.

10.15 (13) Fourth Amendment, dated August 31, 2001, to
          Carteret grocery warehouse lease dated as of February 11, 1994.




                                      -14-