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 29, 2003

[ ] 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 April 29,  2003,  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 28, 2002 and March 29, 2003 (Unaudited)........................ 1

   Consolidated Condensed Income Statements,
     Thirteen Weeks Ended March 30, 2002
     and March 29, 2003 (Unaudited).......................................... 2

   Consolidated Condensed Statement of Stockholders' Equity,
     Thirteen Weeks Ended March 29, 2003 (Unaudited)......................... 3

   Consolidated Condensed Statements of Cash Flows,
     Thirteen Weeks Ended March 30, 2002 and
     March 29, 2003  (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

Certification Of Chief Executive Officer, Richard B. Neff.................... 10

Certification Of Chief Financial Officer, Lawrence S. Grossman............... 11

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


<PAGE>


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

                                                    December 28,     March 29,
                                                        2002            2003
                                                                    (Unaudited)

                              ASSETS
Current Assets:
  Cash                                                $     629      $   8,617
  Accounts and notes receivable-net                     109,471        102,334
  Inventories                                            68,786         66,828
  Deferred income taxes                                   2,986          3,067
  Prepaid expenses                                        4,928          3,675
                                                      ---------      ---------
  Total current assets                                  186,800        184,521
                                                      ---------      ---------

Property, Plant & Equipment
  Cost                                                   28,735         29,034
  Accumulated depreciation                              (17,856)       (18,430)
                                                      ---------      ---------
  Net                                                    10,879         10,604
                                                      ---------      ---------

Long-term notes receivable                                7,981          7,776
Other assets                                             21,397         20,732
Deferred financing costs-net                              2,514          2,357
Goodwill                                                 68,893         68,893
                                                      ---------      ---------
Total assets                                           $298,464       $294,883
                                                      =========      =========

                LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
  Revolving credit facility                           $  2,693       $      0
  Accounts payable                                      77,833         68,997
  Accrued expenses                                      31,440         36,433
  Notes and leases payable within one year                  60             61
                                                      --------       --------
  Total current liabilities                            112,026        105,491
                                                      --------       --------

Long-term debt                                         148,300        148,300
Capital lease liability                                  1,941          1,924
Other long-term liabilities                              8,024          7,874
Stockholders' Equity:
  Common stock                                            --             --
  Additional paid-in-capital                             8,002          8,002
  Retained earnings                                     20,171         23,292
                                                      --------       --------
  Total stockholders' equity                            28,173         31,294
                                                      --------       --------
  Total liabilities & stockholders' equity            $298,464       $294,883
                                                      ========       ========


            See Notes to Consolidated Condensed Financial Statements


                                      -1-
<PAGE>


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

                                                        Thirteen weeks ended
                                                        --------------------
                                                      March 30,      March 29,
                                                         2002          2003

Revenue:
  Net sales                                           $ 387,376      $ 383,015
  Other revenue                                           2,022          2,239
                                                      ---------      ---------
  Total revenue                                         389,398        385,254

Cost of products sold                                   350,863        345,415
                                                      ---------      ---------

Gross profit-exclusive of warehouse                      38,535         39,839
 expense shown below

  Warehouse expense                                      14,352         15,232
  Transportation expense                                  6,961          7,848
  Selling, general and administrative expense             7,802          8,207
                                                      ---------      ---------


Operating income                                          9,420          8,552

  Interest expense                                        3,948          3,793
  Amortization - deferred financing costs                   163            157
  Other (income) - net                                     (467)          (848)
                                                      ---------      ---------

Income before income taxes                                5,776          5,450
Income tax expense                                        2,484          2,329
                                                      ---------      ---------

Net income                                            $   3,292      $   3,121
                                                      =========      =========



            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 28,
2002            78.1158   $ --   76.8690   $ --   $8,002    $20,171     $28,173

Net income          --      --        --     --      --       3,121      $3,121
                -------   ----   -------   ----   ------    -------      ------

Balance at
March 29,
2003            78.1158   $ --   76.8690   $ --   $8,002    $23,292     $31,294
                =======   ====   =======   ====   ======    ========    =======



            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 30,       March 29,
                                                        2002            2003

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                            $ 3,292        $  3,121
Adjustments to reconcile net income to net cash
 provided by operating activities
  Depreciation and amortization of fixed assets           624             575
  Other amortization                                      678             602
  Provision for doubtful accounts                         125             125
  Non cash pension (income) expense                       (26)            243
  Deferred taxes                                            0            (216)
Changes in assets and liabilities:
  (Increase) decrease in:
  Accounts & notes receivable                            (161)          7,012
  Inventory                                               804           1,958
  Prepaid expenses                                      1,205           1,253
  Long-term receivables                                  (137)            205
  Other assets                                            (75)             26
Increase (decrease) in:
  Accounts payable                                     (2,694)         (8,836)
  Accrued expenses and other liabilities                4,095           4,928
                                                      -------        --------
Net cash provided by operating activities               7,730          10,996
                                                      -------        --------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant & equipment               (1,444)           (299)
                                                      -------        --------
Net cash used in investing activities                  (1,444)           (299)
                                                      -------        --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) under revolving
line-of-credit                                              0          (2,693)
Capital lease payments                                    (13)            (16)
                                                      -------        --------
Net cash used in financing activities                     (13)         (2,709)
                                                      -------        --------

Increase in cash                                        6,273           7,988

Cash at beginning of period                             1,807             629
                                                      -------        --------

Cash at end of period                                 $ 8,080        $  8,617
                                                      =======        ========

Supplemental Disclosure of Cash Flow Information
  Cash paid during the period:
  Interest                                            $    33        $     52
                                                      =======        ========
  Income taxes                                        $   949        $    231
                                                      =======        ========

            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 29, 2003, the consolidated
condensed income statement for the thirteen weeks ended March 30, 2002 and March
29, 2003, the consolidated  condensed  statements of cash flows for the thirteen
weeks  ended  March 30,  2002 and March 29,  2003,  and  consolidated  condensed
statement of  stockholders'  equity for the thirteen  weeks ended March 29, 2003
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 28,
2002 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  agreements  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;  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 March 29, 2003 and March 30, 2002

Net sales for the thirteen  weeks ended March 29, 2003  decreased 1.1% to $383.0
million as compared to $387.4  million  for the  thirteen  weeks ended March 30,
2002 as a result  of a  change  in  product  mix.  Other  revenue,  relating  to
recurring  customer related services  increased to $2.2 million for the thirteen
weeks ended March 29, 2003 as compared to $2.0 million in the prior period.  The
increase was a result of incremental  storage revenue and a warehousing  service
for a  national  manufacturer  as a result of the  frozen  warehouse  expansion,
completed in the fourth quarter of 2002.

Gross margin  increased to 10.4% of net sales or $39.8  million for the thirteen
weeks ended March 29,  2003,  as compared to 9.9% of net sales or $38.5  million
for the prior period  because of a change in mix of both  customers and products
sold. We have taken, and will continue to take steps to maintain and improve our
margins.  Factors such as advantageous  buying  opportunities,  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.  Accordingly,  we cannot be certain  whether  the gross
margins we realized in the first quarter of 2003 will continue.


                                      -6-
<PAGE>


Warehouse expense increased as a percentage of net sales to 4.0% of net sales or
$15.2  million for the thirteen  weeks ended March 29, 2003, as compared to 3.7%
of net  sales or  $14.4  million  in the  prior  period,  primarily  because  of
increased  rent and real  estate  taxes  associated  with the  frozen  warehouse
expansion completed in the fourth quarter of 2002, increased insurance expenses,
increased utility expenses primarily due to a colder winter,as well as increased
wages.

Transportation  expense  increased  to 2.0% of net sales or $7.8 million for the
thirteen  weeks  ended  March 29,  2003 as compared to 1.8% of net sales or $7.0
million in the prior  period  primarily  as a result of  increased  diesel  fuel
costs, increased tolls, and increased wage and benefit costs.

Selling,  general and  administrative  expense increased to 2.1% of net sales or
$8.2 million for the thirteen  weeks ended March 29, 2003 as compared to 2.0% of
net  sales or $7.8  million  for the  prior  period  primarily  as a result of a
non-cash  pension  expense of  approximately  $.3 million due to lower  discount
rates and expected return on plan assets.

Interest  expense  decreased to $3.8 million for the thirteen  weeks ended March
29, 2003 from $3.9 million for the prior period due to lower overall borrowings.

The Company  recorded an income tax provision of $2.3  million,  resulting in an
effective  income tax rate of 43% for the thirteen weeks ended March 29, 2003 as
compared to a provision  of $2.5  million  and an  effective  rate of 43% in the
prior period.

The Company  recorded net income for the thirteen  weeks ended March 29, 2003 of
$3.1 million as compared to net income of $3.3 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  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 well as any
investments the Company may make.

There were no borrowings  under the  Company's  revolving  bank credit  facility
(excluding $6.0 million of outstanding letters of credit) at March 29, 2003. The
Company had  additional  borrowing  capacity of $84.0 million  available at that
time under the Company's then current  borrowing base  availability  certificate
exclusive of $7.3 million of cash  invested with the bank.  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.  The Company  expects to
receive a consent under its revolving  credit  facility in the second quarter of
2003 allowing for the payment of a $10 million dividend.

During the thirteen weeks ended March 29, 2003, cash flows provided by operating
activities were approximately  $11.0 million,  consisting  primarily of (i) cash
generated from income before non-cash expenses of $4.5 million; (ii) a reduction
of accounts  and notes  receivable  (including  the  long-term  portion) of $7.2
million  (iii) an increase in accrued  expenses  and other  liabilities  of $4.9
million;  (iv) a reduction of inventory of approximately  $2.0 million and (v) a
reduction of prepaid  expenses of $1.3 million  offset by a decrease in accounts
payable of $8.8 million.

                                      -7-
<PAGE>

Cash flows used in investing  activities  during the thirteen  weeks ended March
29, 2003 were approximately $.3 million, which were used exclusively for capital
expenditures.  Cash flows used in financing activities during the thirteen weeks
ended March 29, 2003 were  approximately $2.7 million primarily due to repayment
of the revolving credit facility.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and  amortization,  decreased to $10.4 million  during the thirteen  weeks ended
March 29,  2003 as  compared  to $11.0  million in the same  period of the prior
year.  Increased  operating costs  (discussed  above) were the principal  reason
behind the decline.  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  this  data  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.

Reconciliation of EBITDA to net income (in thousands):
                                                            2003       2002
                                                           ------     ------
          EBITDA                                           $10,420   $11,026
          Less: depreciation and
             amortization of fixed assets                      575       624
          Less: other amortization                             602       678
          Less: interest expense                             3,793     3,948
          Less: income tax provision                         2,329     2,484
                                                           -------   -------
          Net income                                       $ 3,121   $ 3,292
                                                           =======   =======


The  consolidated  indebtedness  of the Company  decreased to $150.3  million at
March  29,  2003 as  compared  to  $153.0  million  at  December  28,  2002  and
stockholders' equity increased to $31.3 million at March 29, 2003 as compared to
$28.2 million at December 28, 2002.

The Company is in  discussions  with its largest  customer  with  respect to the
terms of the  relationship.  There  can be no  assurance  that the  terms of the
relationship  will  stay the  same.  The  Company  is also in  discussions  with
potentially significant new customers in adjacent markets.

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. The Company was in compliance with its covenants as of March 29, 2003.

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.


                                      -8-
<PAGE>



 II-OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (a)  99.1 -  Statement  for SEC solely for  purposes  of Section 906 of the
          Sarbanes-Oxley Act of 2002 (18 U.S.C. 1349).

     (b)  Reports on Form 8-K. None




                                      -9-
<PAGE>

           CERTIFICATION OF CHIEF EXECUTIVE OFFICER, RICHARD B. NEFF

I, Richard B. Neff, Chief Executive  Officer,  Di Giorgio  Corporation,  certify
that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Di  Giorgio
     Corporation.
2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;
4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and;
6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                            DI GIORGIO CORPORATION
                                            (Registrant)

Date:   April 29, 2003                  /s/ Richard B. Neff
                                            -------------------------
                                            Richard B. Neff
                                            Chief Executive Officer


                                      -10-
<PAGE>

         CERTIFICATION OF CHIEF FINANCIAL OFFICER, LAWRENCE S. GROSSMAN

I,  Lawrence S.  Grossman,  Chief  Financial  Officer,  Di Giorgio  Corporation,
certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Di  Giorgio
     Corporation.
2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;
4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and;
6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                            DI GIORGIO CORPORATION
                                            (Registrant)

Date:    April 29, 2003                  /s/ Lawrence S. Grossman
                                            ------------------------------
                                            Lawrence S. Grossman
                                            Chief Financial Officer


                                      -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/ 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:    April 29, 2003


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