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 June 30, 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 July 24, 2001, there were outstanding 78.1158 shares of Class A
     Common Stock and 76.8690 shares of Class B Common Stock.



                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                      INDEX



PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

   Consolidated Condensed Income Statements,
     Twenty-Six Weeks Ended July 1, 2000
     and June 30, 2001 (Unaudited)..........................................  2

   Consolidated Condensed Statement of Stockholders' Equity,
     Twenty-Six Weeks Ended June 30, 2001 (Unaudited).......................  3

   Consolidated Condensed Statements of Cash Flows,
     Twenty-Six Weeks Ended July 1, 2000 and
     June 30, 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 .................................. 10

Signatures ................................................................. 11


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

                                                         December 30,  June 30,
                                                            2000        2001
                                                                     (Unaudited)

                             ASSETS
Current Assets:
Cash .................................................   $   1,744    $     303
Accounts and notes receivable-net ....................      92,748       97,234
Inventories ..........................................      64,687       63,751
Deferred taxes .......................................       3,973            0
Prepaid expenses .....................................       3,727        7,958
                                                         ---------    ---------
Total current assets .................................     166,879      169,246
                                                         ---------    ---------

Property, Plant & Equipment
Cost .................................................      23,720       24,823
Accumulated depreciation .............................     (13,381)     (14,529)
                                                         ---------    ---------
Net ..................................................      10,339       10,294
                                                         ---------    ---------

Long-term notes receivable ...........................      15,034       11,782
Other assets .........................................      22,308       21,678
Deferred financing costs .............................       3,922        3,597
Excess of costs over net assets acquired .............      71,319       70,106
                                                         ---------    ---------
Total assets .........................................   $ 289,801    $ 286,703
                                                         =========    =========

               LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable-revolver ...............................      10,410        2,630
Accounts payable .....................................      74,663       71,969
Accrued expenses .....................................      25,505       27,210
Notes and leases payable within one year .............          63           55
                                                         ---------    ---------
Total current liabilities ............................     110,641      101,864
                                                         ---------    ---------

Long-term debt .......................................     155,000      155,000
Capital lease liability ..............................       2,058        2,030
Other long-term liabilities ..........................       7,895        7,672
Stockholders' Equity:
Common stock .........................................        --           --
Additional paid-in-capital ...........................       8,002        8,002
Retained earnings ....................................       6,205       12,135
                                                         ---------    ---------
Total stockholders' equity ...........................      14,207       20,137
                                                         ---------    ---------
Total liabilities & stockholders' equity .............   $ 289,801    $ 286,703
                                                         =========    =========

            See Notes to Consolidated Condensed Financial Statements


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

                                     Thirteen weeks ended Twenty-six weeks ended
                                     -------------------- ----------------------
                                       July 1,    June 30,   July 1,    June 30,
                                        2000       2001       2000       2001

Revenue:
Net sales .......................... $ 370,623  $ 375,540  $ 730,503  $ 755,869
Other revenue ......................     1,684      1,919      3,603      3,924
                                     ---------  ---------  ---------  ---------
Total revenue ......................   372,307    377,459    734,106    759,793

Cost of products sold ..............   336,585    338,889    663,048    684,693
                                     ---------  ---------  ---------  ---------

Gross profit-exclusive of warehouse.    35,722     38,570     71,058     75,100
expense shown below

Warehouse expense ..................    12,905     13,039     26,013     26,799
Transportation expense .............     6,926      7,563     13,880     14,678
Selling, general and administrative.     7,563      7,621     14,831     15,188
expense
Amortization-excess of cost over net       607        607      1,213      1,213
assets acquired
                                     ---------  ---------  ---------  ---------


Operating income ...................     7,721      9,740     15,121     17,222

Interest expense ...................     4,001      4,101      8,079      8,348
Amortization-deferred financing costs      194        162        404        325
Other (income) - net ...............      (728)    (1,304)    (1,427)    (2,062)
                                     ---------  ---------  ---------  ---------

Income before income taxes .........     4,254      6,781      8,065     10,611
Income tax expense .................     1,920      2,931      3,663      4,681
                                     ---------  ---------  ---------  ---------

Net income ......................... $   2,334  $   3,850  $   4,402  $   5,930
                                     =========  =========  =========  =========

            See Notes to Consolidated Condensed Financial Statements


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                     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             78.1158   $ --   76.8690   $ --    $8,002     $6,205    $14,207


Net income            --     --        --     --        --     5,930      5,930
                      --     --        --     --        --     ------     -----

Balance at
June 30,
2001             78.1158   $ --   76.8690   $ --   $8,002    $12,135    $20,137
                 =======   ====   =======   ====   =======   ========   =======

            See Notes to Consolidated Condensed Financial Statements


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

                                                          Twenty-six weeks ended
                                                          ----------------------
                                                            July 1,    June 30,
                                                             2000       2001

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                  $4,402    $5,930
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Depreciation and amortization .....................          1,022     1,147
Amortization ......................................          2,538     2,602
Provision for doubtful accounts ...................            600       300
Non cash pension income ...........................           (200)     (348)
Deferred taxes ....................................          3,113     3,973
Changes in assets and Liabilities:
(Increase) decrease in:
Accounts & notes receivable .......................         (2,482)   (4,786)
Inventory .........................................         (1,514)      936
Prepaid expenses ..................................         (2,125)   (4,231)
Long-term receivables .............................         (5,942)   (5,258)
Other assets ......................................             40       (86)
Increase (decrease) in:
Accounts payable ..................................          3,988    (2,694)
Accrued expenses and other liabilities ............           (193)    1,482
                                                           -------   -------
Net cash provided by (used in) operating activities          3,247    (1,033)
                                                           -------   -------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant & equipment ..........         (1,966)   (1,102)
                                                           -------   -------
Net cash used in investing activities .............         (1,966)   (1,102)
                                                           -------   -------

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit .....          1,707    (7,780)
Proceeds from note participation sale .............              0     8,510
Capital lease payments ............................            (85)      (36)
Dividends paid ....................................         (2,500)        0
                                                           -------   -------
Net cash provided by (used in) financing activities           (878)      694

Increase (decrease) in cash .......................            403    (1,441)

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

Cash to end of period .............................        $ 1,391   $   303
                                                           =======   =======

Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest ..........................................        $ 8,073   $ 8,307
                                                           =======   =======
Income taxes ......................................        $   522   $ 2,100
                                                           =======   =======

            See Notes to Consolidated Condensed Financial Statements


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                     DI GIORGIO CORPORATION AND SUBSIDIARIES

                                    NOTES TO

            CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (UNAUDITED)



1.       BASIS OF PRESENTATION


The consolidated  condensed  balance sheet as of June 30, 2001, the consolidated
condensed  income  statements for the twenty-six  weeks and thirteen weeks ended
July 1, 2000 and June 30, 2001, the  consolidated  condensed  statements of cash
flows  for the  twenty-six  weeks  ended  July 1,  2000 and June 30,  2001,  and
consolidated  condensed  statement of  stockholders'  equity for the  twenty-six
weeks  ended  June 30,  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
quarter  ended  March  31,  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.




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<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 June 30, 2001 and July 1, 2000

Net sales for the thirteen weeks ended June 30, 2001 rose 1.3% to $375.5 million
as compared to $370.6 million for the thirteen  weeks ended July 1, 2000.  Other
revenue,  consisting of recurring customer related services,  increased slightly
to $1.9 million for the  thirteen  weeks ended June 30, 2001 as compared to $1.7
million in the prior period.

Gross margin  increased to 10.3% of net sales or $38.6  million for the thirteen
weeks ended June 30, 2001, as compared to 9.6% of net sales or $35.7 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 that the gross margin realized in the second quarter will continue.



                                     - 6 -
<PAGE>



Warehouse  expense  remained  flat as a  percentage  of net sales at 3.5% of net
sales or $13.0  million for the thirteen  weeks ended June 30, 2001, as compared
to 3.5% of net sales or $12.9 million in the prior period,  as higher wages were
offset by increased fixed cost absorption.

Transportation  expense  increased  to 2.0% of net sales or $7.6 million for the
thirteen  weeks  ended June 30,  2001 as  compared  to 1.9% of net sales or $6.9
million  in the  prior  period,  primarily  as a result of  increased  insurance
claims.

Selling,  general and  administrative  expense remained  constant at 2.0% of net
sales or $7.6 million for the thirteen  weeks ended June 30, 2001 as compared to
the prior period.

Other income increased to $1.3 million in the thirteen weeks ended June 30, 2001
as  compared  to  $728,000  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 increased slightly to $4.1 million for the thirteen weeks ended
June 30, 2001 from $4.0 million for the prior period.

The Company  recorded an income tax provision of $2.9  million,  resulting in an
effective  income tax rate of 43% for the thirteen  weeks ended June 30, 2001 as
compared to a provision  of $1.9  million  and an  effective  rate of 45% 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 June 30, 2001 of
$3.9 million as compared to a net income of $2.3 million in the prior period.


Twenty-six weeks ended June 30, 2001 and July 1, 2000

Net sales  for the  twenty-six  weeks  ended  June 30,  2001 rose 3.5% to $755.9
million as compared to $730.5  million  for the  twenty-six  weeks ended July 1,
2000  primarily  due to  higher  sales to  existing  customers.  Other  revenue,
consisting of recurring  customer related services,  increased  slightly to $3.9
million for the twenty-six weeks ended June 30, 2001 as compared to $3.6 million
in the prior period.

Gross margin  increased to 9.9% of net sales or $75.1 million for the twenty-six
weeks ended June 30, 2001, as compared to 9.7% of net sales or $71.1 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 that the gross margin realized in the second quarter will continue.



                                     - 7 -
<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  remained flat as a percentage of net sales at 3.5% of
net sales or $26.8  million for the  twenty-six  weeks ended June 30,  2001,  as
compared to 3.5% of net sales or $25.6  million in the prior  period,  as higher
wages were offset by increased fixed cost absorption.


Transportation  expense remained  constant at 1.9% of net sales or $14.7 million
for the twenty-six weeks ended June 30, 2001 as compared to 1.9% of net sales or
$13.9 million in the prior period.

Selling,  general and  administrative  expense remained  constant at 2.0% of net
sales or $15.2 million for the twenty-six  weeks ended June 30, 2001 as compared
to 2.0% of net sales or $14.8 million for the prior period.

Other income  increased to $2.1 million in the  twenty-six  weeks ended June 30,
2001 as  compared  to $1.4  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  increased  slightly to $8.3 million for the twenty-six  weeks
ended June 30, 2001 from $8.1 million for the prior period.

The Company  recorded an income tax provision of $4.7  million,  resulting in an
effective income tax rate of 44% for the twenty-six weeks ended June 30, 2001 as
compared to a provision  of $3.7  million  and an  effective  rate of 45% 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 twenty-six weeks ended June 30, 2001 of
$5.9 million as compared to a net income of $4.4 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 bank credit facility were $2.6 million (excluding
$4.9 million of outstanding letters of credit) at June 30, 2001. The Company had
additional  borrowing capacity of $77.1 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 June 30, 2001,  the Company was permitted by its loan  agreements to pay a
dividend in an amount up to $5.3 million if paid by August 28, 2001.



                                     - 8 -
<PAGE>



During the  twenty-six  weeks ended June 30, 2001,  cash flows used in operating
activities were  approximately  $1.0 million,  consisting  primarily of (i) cash
generated  from  income  before  non-cash  expenses  of $13.6  million,  (ii) an
increase in accrued expenses and other liabilities of $1.5 million,  and (iii) a
reduction  of  inventory  of $936,000  offset by (i) an increase in accounts and
notes  receivable  (including the long-term  portion) of $10.0 million , (ii) an
increase in prepaid  expenses of $4.2 million , and (iii) a decrease in accounts
payable of $2.7 million.

Cash flows used in investing  activities  during the twenty-six weeks ended June
30,  2001 were  approximately  $1.1  million,  which were used  exclusively  for
capital expenditures. Net cash provided by financing activities of approximately
$694,000  consisted of $8.5  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 $7.8 million.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and  amortization,  was $22.7 million during the twenty-six weeks ended June 30,
2001 as  compared to $19.7  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 $159.7 million at June
30, 2001 as compared to $167.5  million at December  30, 2000 and  stockholders'
equity  increased to $20.1 million at June 30, 2001 as compared to $14.2 million
at December 30, 2000.

In March 2001 and again in June 2001,  the  Company  sold non  recourse,  senior
participations  in selected  portfolios of its customer  notes to a bank at par.
Proceeds from the first sale were $4.6 million and proceeds from the second sale
were $3.9 million. All proceeds were used to repay the bank credit facility. 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.

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 June 30, 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.



                                     - 9 -
<PAGE>



 II-OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (b)      Reports on Form 8-K.      None




                                     - 10 -
<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:    July 24, 2001



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