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                                 EXHIBIT 10.39
     
     Amendment No. 8, dated as of September 26, 1996 to Credit Agreement
     dated as of February 10, 1993, among Di Giorgio Corporation, as 
     Borrower, the financial institutions parties thereto as Lenders, BT
     Commercial Corporation, as Agent for the Lenders, and Bankers Trust
     Company as Issuing Bank.
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                                                           EXECUTION COPY
     
     
               AMENDMENT AND CONSENT NO. 8, dated as of September 26, 1996
     ("Amendment No. 8") to CREDIT AGREEMENT dated as of February 10, 1993
     (as amended through the date hereof, the "Credit Agreement") among 
     DI GIORGIO CORPORATION, as Borrower, the financial institutions parties
     thereto as LENDERS, BT COMMERCIAL CORPORATION, as Agent for the Lenders,
     and BANKERS TRUST COMPANY, as Issuing Bank.  Terms which are capitalized
     herein and not otherwise defined shall have the meanings given to such
     terms in the Credit Agreement.
     
               WHEREAS, the Borrower has requested the Lenders to consider
     (i) increasing the level of permissible investments which the Borrower
     may make in the form of Customer Notes and (ii) permitting Price Parkway
     Realty Corp., a New York corporation and a Subsidiary of the Borrower
     ("Price Parkway"), to merge with and into the Borrower, and the Lenders
     have agreed to the foregoing, on the terms and subject to the
     fulfillment of the conditions set forth in this Amendment No. 8;
     
               NOW, THEREFORE, in consideration of the mutual promises
     contained herein, and for other good and valuable consideration, the
     receipt and sufficiency of which are hereby acknowledged, the Borrower
     and the Lenders hereby agree as follows:
     
               Section One.  Amendment. Effective upon the fulfillment of the
     conditions precedent set forth in Section Four hereof, the Credit
     Agreement is hereby amended by (i) deleting the definition of the term
     Farmingdale Subsidiary from Section 1.1 and by substituting the
     following in lieu thereof, and (ii) deleting subsection (a) of Section
     8.11 in its entirety and by substituting the following in lieu thereof:
     
                    "Farmingdale Subsidiary shall mean MF Corp., a New York
                    corporation and a Subsidiary of the Borrower, and its
                    successors and assigns."
     
                    "(a) Advances or loans evidenced by the Customer Notes,
                    provided that the sum of (i) the aggregate unpaid
                    principal balance of such Customer Notes outstanding at
                    any one time, plus (ii) the aggregate amount of the
                    Borrower's contingent liabilities in respect of the
                    guarantees permitted under Section 8.9(f) hereof, plus
                    (iii) the aggregate amount of all repurchase obligations
                    or other contingent liabilities of the Borrower in
                    respect of such Customer Notes outstanding at any one
                    time, may not exceed $20,000,000 at any one time, and
                    provided further that the aggregate amount of any such
                    advances or loans outstanding at any one time to any
                    obligor on such Customer Notes, plus the amount of the
                    Borrower's contingent liabilities in respect of its 
                                     
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                    guarantees of such obligor's indebtedness, liabilities
                    or other obligations, may not exceed $3,000,000;"
     
              Section Two.  Consent. Effective upon the fulfillment of the
     conditions set forth in Section Four hereof, the Lenders hereby consent
     to the corporate merger of Price Parkway with and into the Borrower and
     agree that such merger shall not be deemed to be a breach or violation
     of Section 8.8, provided that the Borrower is the survivor of such
     merger and provided further that the representation and warranty made by
     the Borrower in Section Three (e) of this Amendment No. 8 is true and
     correct on the effective date of such merger, as if remade in full on
     such date.
     
              Section Three. Representations and Warranties. To induce the
     Lenders to enter into this Amendment No. 8, the Borrower warrants and
     represents to the Lenders as follows:
     
              (a)     the recitals contained in this Amendment No. 8 are true
     and correct in all respects;
     
              (b)     after giving effect to this Amendment No. 8, all of the
     representations and warranties contained in the Credit Agreement and
     each other Credit Document to which the Borrower is a party continue to
     be true and correct in all material respects as of the date hereof, as
     if repeated as of the date hereof, except for such representations and
     warranties which, by their terms, are only made as of a previous date;
     
              (c)     the execution, delivery and performance of this
     Amendment No. 8 by the Borrower is within its corporate powers, has been
     duly authorized by all necessary corporate action, the Borrower has
     received all necessary consents to and approvals for the execution,
     delivery and performance of this Amendment No. 8 (if any shall be
     required) and this Amendment No. 8 does not and will not contravene or
     conflict with any provision of law or of the charter or by-laws of the
     Borrower, or with the terms or provisions of any other document or
     agreement to which the Borrower is a party or by which the Borrower or
     its property may be bound;
     
              (d)     upon its execution, this Amendment No. 8 shall be a
     legal, valid and binding obligation of the Borrower, enforceable against
     the Borrower in accordance with its terms; and
     
              (e)     as of the date hereof, Price Parkway has no
     indebtedness, obligations or liabilities of any kind whatsoever, whether
     or not the same would be required under GAAP to be reflected on its
     balance sheet or on any footnotes or schedules thereto.
     
              Section Four.  Conditions Precedent. This Amendment No. 8 shall
     become effective upon the date that the last of the following events
     shall have occurred:
     
              (a)     the Agent shall have received a fully executed
     counterpart of this Amendment No. 8;
     
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              (b)     no Default shall have occurred and be continuing which
     constitutes an Event of Default or would constitute an Event of Default
     upon the giving of notice or lapse of time or both, and no event or
     development which has had or is reasonably likely to have a Material
     Adverse Effect shall have occurred, in each case since the date of
     delivery to the Agent and the Lenders of the Borrower's most recent
     financial statement, and the Agent and the Lenders shall have received a
     certificate from the Borrower, executed by its Chief Financial Officer,
     as to the truth and accuracy of this paragraph (b); and
     
              (c)     the Agent and the Lenders shall have received such
     additional documents to further effectuate the purpose of this Amendment
     No. 8 as any of them or their respective counsel may reasonably request.
     
              Section Five.  General Provisions.
     
              (a)     Except as herein expressly amended, the Credit
     Agreement and all other agreements, documents, instruments and
     certificates executed in connection therewith are ratified and confirmed
     in all respects and shall remain in full force and effect in accordance
     with their respective terms.
     
              (b)     All references to the Credit Agreement shall mean the
     Credit Agreement as amended as of the effective date hereof, and as
     amended hereby and as hereafter amended, supplemented and modified from
     time to time.
     
              (c)     This Amendment No. 8 may be executed by the parties
     hereto individually or in combination, in one or more counterparts, each
     of which shall be an original and all which shall constitute one and the
     same agreement.
     
              (d)     This Amendment No. 8 shall be governed by, construed
     and interpreted in accordance with the internal laws of the State of New
     York, without regard to the conflicts of law principles thereof.
     
              IN WITNESS WHEREOF, each of the Borrower, the Lenders, the
     Issuing Bank and the Agent has signed below to indicate its agreement
     with the foregoing and its intent to be bound thereby.
     
     
                                         DI GIORGIO CORPORATION
     
                                         By: /c/  Robert A. Zorn
                                         Name:    Robert A. Zorn
                                         Title:   Senior Vice President
     
                                         BT COMMERCIAL CORPORATION, as
                                         Agent and as a Lender
     
                                         By: /c/  Frederic W. Thomas, Jr.
                                         Name:    Frederic W. Thomas, Jr.
                                         Title:   Vice President
     
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                                         LASALLE NATIONAL BANK, as a Lender
     
                                         By: /c/  Christopher G. Clifford
                                         Name:    Christopher G. Clifford
                                         Title:   Senior Vice President
     
                                         IBJ SCHRODER BANK & TRUST
                                         COMPANY, as a Lender
     
                                         By: /c/  Wing C. Louie
                                         Name:    Wing C. Louie
                                         Title:   Vice President
     
                                         CONGRESS FINANCIAL CORPORATION,
                                         as a Lender
     
                                         By: /c/  Anna M. Karcinsky
                                         Name:    Anna M. Karcinsky
                                         Title:   Assistant Vice President
     
                                         MIDLANTIC NATIONAL BANK, as a
                                         Lender
     
                                         By: /c/  Michael Richards
                                         Name:    Michael Richards
                                         Title:   Assistant Vice President
     
                                         GIBRALTAR CORPORATION, as a Lender
     
                                         By: /c/  Peter J. Hollitscher
                                         Name:    Peter J. Hollitscher
                                         Title:   Vice President
     
                                         BANKERS TRUST COMPANY, as Issuing
                                         Bank
     
                                         By: /c/  Frederic W. Thomas, Jr.
                                         Name:    Frederic W. Thomas, Jr.
                                         Title:   Vice President
     
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