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 March 31, 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 May 1, 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 March 31, 2001 (Unaudited).......................  1

   Consolidated Condensed Income Statements,
     Thirteen Weeks Ended April 1, 2000
     and March 31, 2001 (Unaudited).........................................  2

   Consolidated Condensed Statement of Stockholders' Equity,
     Thirteen Weeks Ended March 31, 2001 (Unaudited)........................  3

   Consolidated Condensed Statements of Cash Flows,
     Thirteen Weeks Ended April 1, 2000 and
     March 31, 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 ...............................................  6


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K ...................................  9

Signatures ................................................................  10


<PAGE>


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

                                                        December 30,  March 31,
                                                          2000          2001
                                                                    (Unaudited)

                             ASSETS
Current Assets:
  Cash ...............................................   $   1,744    $     876
  Accounts and notes receivable-net ..................      92,748       99,030
  Inventories ........................................      64,687       64,809
  Deferred taxes .....................................       3,973        3,257
  Prepaid expenses ...................................       3,727        3,325
                                                         ---------    ---------
     Total current assets ............................     166,879      171,297
                                                         ---------    ---------

Property, Plant & Equipment
  Cost ...............................................      23,720       24,290
  Accumulated depreciation ...........................     (13,381)     (13,940)
                                                         ---------    ---------
  Net ................................................      10,339       10,350
                                                         ---------    ---------

Long-term notes receivable ...........................      15,034       12,851
Other assets .........................................      22,308       21,983
Deferred financing costs .............................       3,922        3,760
Excess of costs over net assets acquired .............      71,319       70,712
                                                         ---------    ---------
     Total assets ....................................   $ 289,801    $ 290,953
                                                         =========    =========

               LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
  Notes payable-revolver .............................      10,410        6,497
  Accounts payable ...................................      74,663       72,163
  Accrued expenses ...................................      25,505       31,248
  Notes and leases payable within one year ...........          63           54
                                                         ---------    ---------
     Total current liabilities .......................     110,641      109,962
                                                         ---------    ---------

Long-term debt .......................................     155,000      155,000
Capital lease liability ..............................       2,058        2,044
Other long-term liabilities ..........................       7,895        7,660
Stockholders' Equity:
  Common stock
  Additional paid-in-capital .........................       8,002        8,002
  Retained earnings ..................................       6,205        8,285
                                                         ---------    ---------
     Total stockholders' equity ......................      14,207       16,287
                                                         ---------    ---------
       Total liabilities & stockholders' equity ......   $ 289,801    $ 290,953
                                                         =========    =========



            See Notes to Consolidated Condensed Financial Statements



                                       -1-
<PAGE>


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

                                                           Thirteen weeks ended
                                                           --------------------
                                                          April 1,   March 31,
                                                            2000        2001

Revenue:
  Net sales ..........................................   $ 359,880    $ 380,329
  Other revenue ......................................       1,919        2,005
                                                         ---------    ---------
     Total revenue ...................................     361,799      382,334

Cost of products sold ................................     326,463      345,804
                                                         ---------    ---------

Gross profit-exclusive of warehouse expense shown below     35,336       36,530

  Warehouse expense ..................................      13,108       13,760
  Transportation expense .............................       6,954        7,115
  Selling, general and administrative expense ........       7,268        7,567
  Amortization - excess of cost over net assets acquired       606          606
                                                         ---------    ---------

Operating income .....................................       7,400        7,482

  Interest expense ...................................       4,078        4,247
  Amortization - deferred financing costs.............         210          163
  Other (income) - net ...............................        (699)        (758)
                                                         ---------    ---------

Income before income taxes ...........................       3,811        3,830
Income tax expense ...................................       1,743        1,750
                                                         ---------    ---------

Net income ...........................................   $   2,068    $   2,080
                                                         =========    =========



            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)

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

Balance at
December 30,
2000              78.116  $ --    76.869   $ --    $8,002    $6,205    $14,207


Net income            --    --        --     --        --     2,080      2,080
                    ----  ----      ----   ----      ----     -----      -----

Balance at
March 31,
2001              78.116  $ --    76.869   $ --    $8,002    $8,285    $16,287
                  ======  ====    ======   ====    ======    ======    =======






            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
                                                         --------------------
                                                        April 1,      March 31,
                                                          2000          2001

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.........................................     $2,068      $2,080
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
  Depreciation and amortization ...................        401         559
  Amortization ....................................      1,292       1,300
  Provision for doubtful accounts .................        300         300
  Non cash pension income .........................       (100)       (174)
  Deferred taxes ..................................      1,735         716
Changes in assets and Liabilities:
(Increase) decrease in:
  Accounts & notes receivable .....................      1,980      (6,582)
  Inventory .......................................       (444)       (122)
  Prepaid expenses ................................        371         402
  Long-term receivables ...........................        550      (2,402)
  Other assets ....................................         14         (32)
Increase in:
  Accounts payable ................................      1,431      (2,500)
  Accrued expenses and other liabilities ..........      1,204       5,508
                                                      --------    --------
Net cash provided by (used in) operating activities     10,802        (947)
                                                      --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant & equipment ..........       (809)       (570)
                                                      --------    --------
Net cash provided by investing activities..........       (809)       (570)
                                                      --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit .....     (6,782)     (3,913)
Proceeds from note participation sale .............          0       4,585
Capital lease payments ............................        (45)        (23)
                                                      --------    --------
Net cash provided by (used in) financing activities     (6,827)        649
                                                      --------    --------

Increase in cash ..................................      3,166        (868)

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

Cash to end of period .............................   $  4,154    $    876
                                                      ========    ========

Supplemental Disclosure of Cash Flow Information
  Cash paid during the period:
     Interest .....................................   $    204    $    332
                                                      ========    ========
     Income taxes .................................   $     64    $      8
                                                      ========    ========


            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 March 31, 2001, the consolidated
condensed  statements of operations  for the thirteen  weeks ended April 1, 2000
and March 31, 2001, the consolidated  condensed statements of cash flows for the
thirteen  weeks  ended  April 1,  2000 and  March  31,  2001,  and  consolidated
condensed  statement of stockholders'  equity for the thirteen weeks ended March
31, 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 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.



                                       -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-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; and inflation especially with respect to wages and energy costs.


Results of Operations

Thirteen weeks ended March 31, 2001 and April 1, 2000

Net sales  for the  thirteen  weeks  ended  March  31,  2001 rose 5.7% to $380.3
million as compared to $359.9 million for the thirteen weeks ended April 1, 2000
primarily due to higher sales to existing customers.  Other revenue,  consisting
of recurring  customer related services,  increased slightly to $2.0 million for
the thirteen weeks ended March 31, 2001 as compared to $1.9 million in the prior
period.

Despite a decrease in gross margin to 9.6% of net sales for the  thirteen  weeks
ended March 31,  2001,  as  compared to 9.8% of net sales for the prior  period,
reflecting a change in mix of both  customers  and products  sold,  gross profit
increased 3.4% to $36.5 million in the current quarter from $35.3 million in the
prior period,  as a result of higher  sales.  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,  decreases in manufacturers'
promotional  activities (due in part to increased  manufacturer focus on mergers
and/or  acquisitions),  changes in product mix, or competitive pricing pressures
may continue to have an effect on gross margin.



                                       -6-
<PAGE>



Excluding  final shutdown  expenses  relating to the 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 $13.8
million for the thirteen  weeks ended March 31, 2001, as compared to 3.5% of net
sales or $12.7 million in the prior period, primarily because of higher wages.

Transportation  expense  remained  flat at 1.9% of net sales or $7.1 million for
the thirteen weeks ended March 31, 2001 as compared to 1.9% of net sales or $7.0
million in the prior period.

Selling,  general and  administrative  expense remained  constant at 2.0% of net
sales or $7.6 million for the thirteen weeks ended March 31, 2001 as compared to
2.0% of net sales or $7.3 million for the prior period.

Interest  expense  increased to $4.2 million for the thirteen  weeks ended March
31,  2001  from  $4.1  million  for the prior  period  due to  higher  levels of
borrowing  primarily  as a result of the December  2000 pension  payment and new
customer loans made during the quarter.

The Company  recorded an income tax provision of $1.8  million,  resulting in an
effective  income tax rate of 46% for the thirteen weeks ended March 31, 2001 as
compared to a provision  of $1.7  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 expects to pay federal income taxes in 2001.

The Company  recorded net income for the thirteen  weeks ended March 31, 2001 of
$2.1 million as compared to a net income of $2.1 million in the prior period.


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, 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  revolving bank credit facility were $6.5 million
(excluding $4.9 million of outstanding letters of credit) at March 31, 2001. The
Company had  additional  borrowing  capacity of $69.6 million  available at that
time under the Company's then current borrowing base  availability  certificate.
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 March 31, 2001, the Company was permitted by its loan  agreements to pay a
dividend  in an amount up to $5.3  million.  The  Company  has  received  a bank
consent to extend the deadline for paying a dividend until August 28, 2001.

During the  thirteen  weeks ended March 31,  2001,  cash flows used in operating
activities  were  approximately  $947,000,  consisting  primarily  of  (i)  cash
generated  from income  before  non-cash  expenses  of $4.7  million and (ii) an
increase in accrued  expenses and other  liabilities of $5.5 million,  offset by
(i) an  increase in  accounts  and notes  receivable  (including  the  long-term
portion)  of $9.0  million  and (ii) a  decrease  in  accounts  payable  of $2.5
million.

                                       -7-
<PAGE>

Cash flows used in investing  activities  during the thirteen  weeks ended March
31, 2001 were  approximately  $570,000,  which were used exclusively for capital
expenditures.  Net  cash  provided  by  financing  activities  of  approximately
$649,000  consisted of $4.6  million from the proceeds of a note sale  discussed
below,  offset by a reduction in the amount outstanding under the Company's bank
credit facility of $3.9 million.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and  amortization,  was $9.9 million  during the thirteen  weeks ended March 31,
2001 as  compared  to $9.6  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 $163.6  million at
March  31,  2001 as  compared  to  $167.5  million  at  December  30,  2000  and
stockholders' equity increased to $16.3 million at March 31, 2001 as compared to
$14.2 million at December 30, 2000.

On March 30,  2001,  the Company sold a ninety  percent,  non  recourse,  senior
participation  in a selected  portfolio of its customer  notes to a bank at par.
Proceeds  from this sale were $4.6 million and used to repay the bank  facility.
The primary reason for this sale was to enhance  Company's ability to lend money
to customers within the confines of its loan  agreements.  The Company may enter
into similar agreements from time to time.

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. As of March 31, 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 future, purchase on the open market and retire a portion
of its public debt.

Management is continuing to evaluate a leveraged  Employee Stock  Ownership Plan
as a way of enhancing  shareholder  value and providing the Company's  employees
with the benefit of ownership in the Company.



                                       -8-
<PAGE>


II-OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (b)  Reports on Form 8-K. None



                                       -9-
<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:    May 2, 2001

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