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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended September 26, 1998       Commission File No. 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                               07008
        Carteret, New Jersey                             (Zip Code)
 (Address of principal executive offices)

        Registrant's telephone number including area code: (732) 541-5555

                                  ------------



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 November 4, 1998,  there were  78.1158  shares of Class A Common Stock and
76.8690  shares  of  Class  B  Common  Stock,  par  value  of each  class  $.01,
outstanding.

--------------------------------------------------------------------------------

<PAGE>



                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                                       INDEX



PART 1.           FINANCIAL INFORMATION

Item 1.  Financial Statements

   Consolidated Condensed Balance Sheets,
      December 27, 1997 and September 26, 1998 (Unaudited)...............   1

   Consolidated Condensed Statements of Operations,
      Thirty-Nine Weeks and Thirteen Weeks Ended
      September 27, 1997 and September 26, 1998 (Unaudited) .............   2

   Consolidated Condensed Statement of Stockholders' Deficiency
      Thirty-Nine Weeks Ended September 26, 1998 (Unaudited) ............   3

   Consolidated Condensed Statements of Cash Flows,
      Thirty-Nine Weeks Ended September 27, 1997 and
      September 26, 1998  (Unaudited) ...................................   4

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

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


PART II.          OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ...............................  13

Signatures  .............................................................  14


<PAGE>

                  DI GIORGIO CORPORATION and SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS
                              (in thousands)

                                             December 27,   September 26,
                                                1997             1998
                                                             (Unaudited)
                 ASSETS
Current Assets:
  Cash......................................     $2,426         $1,834
  Accounts and notes receivable-net.........     71,715         77,630
  Inventories...............................     56,121         52,720
  Prepaid expenses..........................      8,234          8,473
                                                  -----          -----
        Total current assets................    138,496        140,657
                                                -------        -------

Property, Plant & Equipment
  Cost......................................     35,837         25,196
  Accumulated depreciation..................    (13,693)       (15,486)
                                                 ------         ------
  Net.......................................     22,144          9,710
                                                 ------         ------

Long-term notes receivable..................      7,428          7,595
Deferred taxes..............................     12,266         12,266
Other assets................................     15,341         13,647
Deferred financing costs....................      5,657          5,117
Excess of costs over net assets acquired....     78,629         76,784
                                                 ------         ------
         Total assets.......................   $279,961       $265,776
                                               ========       ========

    LIABILITIES & STOCKHOLDERS' DEFICIENCY 
Current Liabilities:
  Notes payable-revolver....................    $19,669        $13,757
  Accounts payable..........................     58,899         63,567
  Accrued expenses..........................     21,098         29,852
  Notes and leases payable within one year...    15,465            207
                                                  -----          -----
        Total current liabilities...........    115,131        107,383
                                                -------        -------

Long-term debt..............................    159,333        155,000
Capital lease liability.....................      2,499          2,342
Other long-term liabilities.................      6,079          5,197

Stockholders' Deficiency:
  Common stock..............................          -              -
  Additional paid-in-capital................     13,002          8,002
  Accumulated deficit.......................    (16,083)       (12,148)
                                                 ------          -----
        Total stockholders' deficiency           (3,081)        (4,146)
                                                 ------         ------

         Total liabilities &
          stockholder's deficiency..........   $279,961       $265,776
                                               ========       ========

         See Notes to Consolidated Condensed Financial Statements

                                    -1-
<PAGE>

                  DI GIORGIO CORPORATION and SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                              (in thousands)
                                (unaudited)

                           Thirteen weeks ended  Thirty-Nine weeks ended
                           --------------------  -----------------------
                            Sept 27,    Sept 26,   Sept 27,    Sept 26,
                             1997         1998       1997        1998

Revenue:
 Net Sales..................$255,478    $280,360   $772,044    $844,611
 Other revenue..............   1,161       1,991      4,447       5,501
                               -----       -----      -----       -----
        Total Revenue....... 256,639     282,351    776,491     850,112
Cost of Products Sold....... 230,265     253,612    693,327     763,147
                             -------     -------    -------     -------

Gross Profit-exclusive of
 warehouse expense shown
 below......................  26,374      28,739     83,164      86,965

  Warehouse expense.........  10,232      12,557     31,482      36,582
  Transportation expense....   5,511       6,050     16,185      18,200
  Selling, general and
  administrative expense....   5,498       5,424     16,803      17,133
  Amortization-excess of cost
  over net assets acquired..     408         615      1,746       1,845
                               -----       -----     ------       -----
Operating Income............   4,725       4,093     16,948      13,205

  Interest expense..........   5,392       4,496     17,085      13,592
  Amortization-deferred
   financing costs..........     115         180        766         540
  Other (income)-net........    (210)     (7,835)    (2,411)     (8,912)
                               -----       -----      -----       -----
Income before income taxes and
  extraordinary items.......    (572)      7,252      1,508       7,985
Income taxes................  (4,003)      3,119     (2,691)      3,849
                               -----       -----      -----       -----
Income before
 extraordinary items........   3,431       4,133      4,199       4,136
Extraordinary loss on
 extinguishment of
 debt-net of tax............    (226)          0     (8,693)       (201)
                                 ---         ---      -----       -----

Net income (loss)...........  $3,205      $4,133    ($4,494)     $3,935
                               =====       =====      =====       =====

         See Notes to Consolidated Condensed Financial Statements

                                    -2-


<PAGE>

                  DI GIORGIO CORPORATION and SUBSIDIARIES
       CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                     (in thousands, except share data)
                                (unaudited)

                                            Additional
                   Class A       Class B     Paid-In (Accumulated
                 Common Stock  Common Stock  Capital    Deficit)  Total
                 ------------  ------------  -------    -------   ------
                 Shares Total  Shares Total
Balance at
 December 27,
 1997            101.622 $ --  100.000 $ --  $13,002   ($16,083) ($3,081)

Stock
 repurchase      (23.506)$ --  (23.131)$ --   (5,000)        --  ($5,000)

Net income           --    --      --    --       --      3,935    3,935

                 ------  ----  ------  ----  -------    -------   ------
Balance at
 September 26,
 1998             78.116 $ --   76.869 $ --   $8,002   ($12,148) ($4,146)
                  ====== ====   ====== ====   ======    =======  =======

         See Notes to Consolidated Condensed Financial Statements

                                    -3-


<PAGE>

                  DI GIORGIO CORPORATION and SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                              (in thousands)
                                (unaudited)
                                                      Thirty-nine weeks ended
                                                     Sept 27, 1997 Sept 26, 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... ($4,494)    $3,935
Adjustments to reconcile net loss to net cash
 used in operating activities
   Extraordinary loss on extinguishment
    of debt-net of tax....................................   8,693        201
   Depreciation and amortization..........................   3,531      1,951
   Amortization...........................................   3,722      4,033
   Provision for bad debts................................   1,125        825
   Increase in prepaid pension cost.......................    (225)      (225)
   Noncash interest income................................   3,010          0
   Deferred tax benefit...................................  (3,910)         0
   Impairment loss on leasehold improvements..............       0      3,000
   Gain on sale of Garden City facility...................       0     (3,400)
Changes in assets and liabilities:
  (Increase) decrease in:
   Accounts & notes receivable............................  (8,814)    (6,740)
   Inventory..............................................  (3,268)     3,401
   Prepaid expenses.......................................     221       (239)
   Long-term receivables..................................    (297)      (167)
   Others assets..........................................  (5,393)      (138)
 (Decrease) increase in:
   Accounts payable, accrued expenses and
    other liabilities.....................................  10,134     12,881
                                                            ------     ------
Net cash provided by operating activities.................   4,035     19,318
                                                             -----     ------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment.................  (1,866)    (2,782)
Proceeds from Farmingdale sale............................   12,432         0
Net proceeds from Garden City facility sale...............        0    13,867
                                                                ---    ------
Net cash provided by investing activities.................   10,566    11,085
                                                             ------    ------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) under revolving line-of-credit. (14,038)   (5,912)
Capital lease payments.....................................  (2,340)     (146)
Premiums paid in connection with debt redemption........... (10,881)     (335)
Repayment of Rose Partner note receivable..................   8,917         0
Dividend paid..............................................     (61)        0
Finance fees paid..........................................  (5,871)        0
Capital stock repurchase...................................       0    (5,000)
Note offering.............................................. 155,000         0
Long-term debt payments....................................(145,140)  (19,602)
                                                            -------   -------
Net cash used in financing activities...................... (14,414)  (30,995)
                                                             ------    ------
Increase (decrease) in cash................................     187      (592)
Cash at beginning of period................................   1,749     2,426
                                                              -----     -----
Cash at end of period......................................  $1,936    $1,834
                                                              =====     =====
Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest............................................... $16,970   $10,135
                                                             ======    ======
    Income Taxes (refunds).................................    $195       ($2)
                                                                ===        ==
Non-cash dividend of notes receivable and land
 held for sale.............................................  $4,162        $0
                                                              =====        ==
Reduction of goodwill for reversal of valuation
 reserve on deferred tax asset............................. $11,479        $0
                                                             ======        ==
      See Notes to Consolidated Condensed Financial Statements
                                    -4-


<PAGE>

                     DI GIORGIO CORPORATION AND SUBSIDIARIES

                                    NOTES TO

            CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (UNAUDITED)



1.       BASIS OF PRESENTATION

The  consolidated  condensed  balance  sheet  as  of  September  26,  1998,  the
consolidated  condensed  statements  of  operations  for the thirteen  weeks and
thirty-nine  weeks  ended  September  27,  1997  and  September  26,  1998,  the
consolidated  condensed statements of cash flows for the thirty-nine weeks ended
September 27, 1997 and September 26, 1998, and stockholders'  deficiency for the
thirty-nine  weeks ended September 26, 1998, 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  27,  1997 and the Form 10-Q for the
quarters  ended March 28, 1998 and June 27, 1998,  filed with the Securities and
Exchange Commission.  The information  furnished reflects, in the opinion of the
management  of the Company,  all  adjustments,  consisting  of normal  recurring
accruals, which are necessary to present a fair statement of the results for the
interim periods presented.

The interim figures are not necessarily indicative of the results to be expected
for the full fiscal year.


2.       GARDEN CITY FACILITY

On April 1, 1998 the Company sold its Garden City, New York frozen  facility and
underlying  land for  approximately  $14.5  million.  The terms of the agreement
require  the Company to lease back the  facility  for a period of two years with
one five year  option,  at an annual rent of  approximately  $1.5  million.  The
Company  will use the facility  for its public cold  storage  business.  The net
proceeds of the sale were  applied as follows:  $7.2 million was used to repay a
purchase  money note on the building and  leasehold  interest,  $1.7 million was
used to  acquire  the land and $5  million  was used to repay a  portion  of the
Company's  bank  credit  facility.   The  transaction  resulted  in  a  gain  of
approximately  $3.4  million  offset by an asset  write down of certain  related
leasehold  improvements of approximately $3 million.  The remaining gain will be
deferred over the remaining term of the lease.


                                       -5-

<PAGE>






3.       STOCK REPURCHASE

During the second fiscal quarter of 1998, the Company repurchased 23.5062 shares
of Class A and 23.131 shares of Class B common stock for $5 million.

4.        OTHER INCOME

In September  1998,  the Company  recorded  $7.3 million of  nonrecurring  other
income as a result of  renegotiating a contract to clarify past practices.  This
amount   includes  $1.7  million  which  is  to  be  paid  in  eight   quarterly
installments.




                                       -6-

<PAGE>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS


Forward- Looking Statements

Forward-looking  statements  in this  Form  10-Q  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 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;
restrictions  imposed by the documents  governing  the  Company's  indebtedness;
competition; the Company's reliance on several significant customers;  potential
losses from loans to its retailers;  potential  environmental  liabilities which
the  Company  may  have;  the  Company's  labor  relations;  dependence  on  key
personnel;  changes in business  regulation;  business abilities and judgment of
personnel; year 2000 computer issues; and changes in, or failure to comply with,
government regulations.


Results of Operations

Thirteen weeks ended September 26, 1998 and September 27, 1997

Net sales for the thirteen weeks ended September 26, 1998 were $280.4 million as
compared to $255.5 million for the thirteen weeks ended September 27, 1997. This
9.7% increase in net sales  primarily  reflects both  increased  sales of frozen
food products to an additional  division of an existing  customer which began in
August 1997 as well as additional business from new and existing customers.

Other revenue,  consisting of recurring customer related services,  increased to
$2.0 million for the thirteen weeks ended September 26, 1998 as compared to $1.2
million for the prior period as a result of both increased  storage  revenue and
additional services provided as a result of the increased sales discussed above.

Gross margin  (excluding  warehouse  expense)  remained constant at 10.3% of net
sales or $28.7  million  for the  thirteen  weeks  ended  September  26, 1998 as
compared  to 10.3% of net  sales or $26.4  million  for the  prior  period.  The
Company  has,  and will  continue  to,  take steps to  maintain  and improve its
margins;  however, factors such as decreases in promotional activities,  changes
in product mix, additions of high volume,  low margin customers,  or competitive
pricing pressures may, together or separately, have an effect on gross margin.

Warehouse expense increased as a percentage of net sales to 4.5% of net sales or
$12.6  million for the thirteen  weeks ended  September  26, 1998 as compared to
4.0% of net sales or $10.2 million for the same period last year  primarily as a
result of operating  two frozen food  facilities.  The current  period  includes
approximately $1.4 million of expenses related to the Garden City facility which
is being used for public  storage as well as  secondary  self  storage.  Another


                                       -7-

<PAGE>



cause for the increase was the amended grocery facility lease. In November 1997,
the  Company  amended its  grocery  facility  lease,  adding  additional  leased
property,  extending the term, and increasing the annual rental obligations. The
changes in the  provisions  of the lease  resulted  in the  amended  lease being
treated as a new lease and accounted for as an operating lease. Had the terms of
the lease not changed,  warehouse  expense as a  percentage  of sales would have
decreased by .1% of sales in the current period.

Transportation  expense  remained  constant at 2.2% of net sales or $6.1 million
for the thirteen weeks ended September 26, 1998 as compared to 2.2% of net sales
or $5.5 million in the thirteen weeks ended September 27, 1997.

Selling,  general and  administrative  expense decreased to 1.9% of net sales or
$5.4 million for the thirteen weeks ended September 26, 1998 as compared to 2.2%
of net sales or $5.5 million for the prior period primarily due to the effect of
fixed costs as applied to higher revenues.

Other income, net of other expenses,  increased to $7.8 million for the thirteen
weeks ended  September  26, 1998,  as compared to $210,000 in the prior  period.
During the current  period,  the Company  entered into an agreement with Fleming
Companies,  Inc  which  called  for (i) the  Company  to  receive  consideration
resulting in a $7.3 million  nonrecurring gain from  renegotiating a contract to
clarify  past  practices  and (ii) a  strategic  marketing  alliance  which  may
generate modest commission income in the future.

Interest  expense  decreased  to $4.5  million  for  the  thirteen  weeks  ended
September 26, 1998 from $5.4 million for the thirteen weeks ended  September 27,
1997. The comparative  decrease is a result of lower average  outstanding levels
of the Company's funded debt, partially as a result of the amended grocery lease
being  treated  as an  operating  lease  instead of a capital  lease,  and lower
average interest rates.

The Company  recorded an income tax provision of $3.1  million,  resulting in an
effective income tax rate of 43% for the thirteen weeks ended September 26, 1998
as compared to a benefit of $4.0 million in the thirteen  weeks ended  September
27,  1997.  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;  however,
due to net operating losses carryforwards for tax purposes, the Company does not
expect to pay federal  income tax for the current year with the  exception of an
alternative minimum tax.

The Company  recorded net income for the thirteen weeks ended September 26, 1998
of $4.1 million as compared to net income of $3.2 million for the thirteen weeks
ended September 27, 1997, which included a $226,000  extraordinary  loss, net of
tax, on the extinguishment of debt .


Thirty-nine weeks ended September 26, 1998 and September 27, 1997

Net sales for the thirty-nine weeks ended September 26, 1998 were $844.6 million
as compared to $772.0  million for the  thirty-nine  weeks ended  September  27,
1997.  This 9.4% increase in net sales  primarily  reflects  increased  sales of
frozen food products to an  additional  division of an existing  customer  which
began in  August  1997 as well as  additional  business  from  new and  existing
customers which began earlier in fiscal 1998.


                                       -8-

<PAGE>



Other revenue,  consisting of recurring customer related services,  increased to
$5.5 million for the  thirty-nine  weeks ended September 26, 1998 as compared to
$4.4 million in the prior period as a result of both increased  storage  revenue
and additional  services provided as a result of the increased revenue discussed
above.

Gross margin (excluding  warehouse  expense)  decreased to 10.3% of net sales or
$87.0 million for the thirty-nine  weeks ended September 26, 1998 as compared to
10.8%  of net  sales or $83.2  million  for the  prior  period,  reflecting  the
combined  impact of a change in mix of products sold and an increase in sales to
higher volume, lower margin chain customers.  The Company has, and will continue
to, take steps to maintain  and improve its  margins;  however,  factors such as
decreases in promotional  activities,  changes in product mix, additions of high
volume, low margin customers,  or competitive pricing pressures may, together or
separately, have an effect on gross margin.

Warehouse expense increased as a percentage of net sales to 4.3% of net sales or
$36.6 million for the thirty-nine  weeks ended September 26, 1998 as compared to
4.1% of net sales or $31.5 million for the prior period primarily as a result of
operating two frozen food facilities  beginning in April 1998. Another cause for
the increase was the amended  grocery  facility  lease.  In November  1997,  the
Company amended its grocery facility lease,  adding  additional leased property,
extending the term, and increasing  the annual  obligations.  The changes in the
provisions  of the lease  resulted in the amended  lease being  treated as a new
lease and  accounted for as an operating  lease.  Had the terms of the lease not
changed,  warehouse expense as a percentage of sales would have decreased by .1%
of sales in the current period.

Transportation  expense  increased to 2.2% of net sales or $18.2 million for the
thirty-nine  weeks ended  September 26, 1998 as compared to 2.1% of net sales or
$16.2 million in the prior period.

Selling,  general and  administrative  expense decreased to 2.0% of net sales or
$17.1 million for the thirty-nine  weeks ended September 26, 1998 as compared to
2.2% of net sales or $16.8  million for the prior  period  primarily  due to the
effect of fixed costs as applied to higher revenues.

Other  income,  net of  other  expenses,  increased  to  $8.9  million  for  the
thirty-nine  weeks ended  September 26, 1998 as compared to $2.4 million for the
prior.  During the current  period,  the Company  entered into an agreement with
Fleming  Companies,  Inc which  called for (i) the Company to receive a one time
consideration  of $7.3  million  to  renegotiate  a  contract  to  clarify  past
practices  and (ii) a strategic  marketing  alliance  which may generate  modest
commission  income in the  future.  This  increase  was offset  somewhat  by (i)
approximately  $369,000 of rental income relating to the Farmingdale facility in
the prior  period and (ii) a lower level of  interest  income as a result of the
repayment  of the Rose  Partner  note  receivable  (repaid in June  1997)  which
accounted for $502,000 of interest  income in the prior period.  The Farmingdale
facility  was sold in August 1997 with the proceeds  used to reduce  outstanding
indebtedness.

Interest  expense  decreased to $13.6  million for the  thirty-nine  weeks ended
September  26, 1998 from $17.1  million for the prior  period.  The  comparative
decrease is a result of lower average outstanding levels of the Company's funded
debt and lower average  interest rates as a result of the Company's  refinancing
in June 1997.

The Company  recorded an income tax provision of $3.8  million,  resulting in an
effective  income tax rate of 48% for the thirty-nine  weeks ended September 26,
1998 as compared to a benefit of $2.7 million in the prior period. The Company's

                                       -9-

<PAGE>



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;  however,  due to net operating losses
carryforwards  for tax  purposes,  the  Company  does not expect to pay  federal
income tax for the current  year with the  exception of an  alternative  minimum
tax.

The Company  recorded net income for the  thirty-nine  weeks ended September 26,
1998 of $3.9  million,  including  an  extraordinary  loss,  net of tax,  on the
extinguishment  of debt,  of $201,000 as compared to a net loss of $4.5  million
for the prior period, which included an $8.7 million  extraordinary loss, net of
tax, on the extinguishment of debt.

Liquidity and Capital Resources

Cash flows from operations and amounts available under the Company's bank credit
facility are the Company's  principal  sources of liquidity.  The Company's bank
credit  facility is scheduled to mature on June 30, 2000 and bears interest at a
rate per annum equal to (at the Company's option):  (i) the Euro Dollar Offering
Rate  plus  2.25%  or (ii)  Bankers  Trust  Company's  prime  rate  plus  0.75%.
Borrowings under the Company's revolving bank credit facility were $13.8 million
at  September  26,  1998.  Additional  borrowing  capacity of $64.9  million was
available at that time under the Company's  borrowing base formula.  The Company
believes  that these  sources will be adequate to meet its  anticipated  working
capital needs,  capital  expenditures,  and debt service requirements during the
next twelve months.

During the  thirty-nine  weeks ended  September 26, 1998, cash flows provided by
operating  activities  were  $19.3  million,  consisting  primarily  of (i) cash
generated from income before  extraordinary items and non-cash expenses and (ii)
an increase in accounts payable, accrued expenses and other liabilities of $12.9
million,  a decrease  in  inventory  of $3.4  million  offset by an  increase in
accounts and notes receivable of $6.7 million.

Cash flows provided by investing  activities  during the thirty-nine weeks ended
September 26, 1998 were  approximately  $11.1 million;  which consisted of $13.9
million of  proceeds  from the sale of the Garden City  facility  offset by $2.8
million of capital expenditures, which included the Garden City land purchase of
$1.7 million. Net cash used in financing activities was $31.0 million consisting
primarily  of $19.6  million of debt  payments,  a $5.0  million  capital  stock
buyback,  and net repayments  under the Company's  bank credit  facility of $5.9
million. The $19.6 million in debt payments included  approximately $7.5 million
which was  utilized to redeem the balance of the  Company's  12% senior notes on
March 26, 1998.  The  redemption  included a mandatory  4.5% premium  ($335,000)
which resulted in a $201,000  extraordinary loss net of tax. As a result of this
redemption,  the  Company  expects to save  approximately  $250,000  in interest
expense  annually  given the current  difference  in interest  rates between the
notes  redeemed  and the  Company's  bank credit  facility.  The balance of debt
payments  reflects the repayment of notes related to the sale of the Garden City
facility (see below) and to Fleming Companies, Inc.

Earnings before interest expense,  income taxes,  depreciation and amortization,
and non-recurring charges such as extraordinary gains or losses ("EBITDA"),  was
$27.6 million during the thirty-nine  weeks ended September 26, 1998 as compared
to $25.8 million in the prior period.  This increase in EBITDA reflects the $7.3
million result of renegotiating a contract to clarify past practices offset by a
combination  of lower gross  margins,  the $2.2 million  negative  impact of the
change in accounting  treatment of the Company's grocery facility lease, and the


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<PAGE>



sale of the Farmingdale property in August 1997 which contributed  approximately
$1.2 million to the prior period's EBITDA.

The  consolidated  indebtedness  of the Company  decreased to $171.3  million at
September  26,  1998 as  compared  to  $197.0  million  at  December  27,  1997.
Stockholders' deficiency was $4.1 million on September 26, 1998 as compared to a
deficiency  of $3.1  million on  December  27,  1997  reflecting  in part the $5
million stock repurchase in May 1998.

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 and minimum net worth.  The  Company and its banks  amended the  interest
coverage ratio test for the remaining term of the bank credit  facility in March
1998.  As of  September  26,  1998,  the  Company  was in  compliance  with  its
covenants.

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

As situations present themselves,  the Company, has in the past, and will in the
future actively pursue complementary acquisitions,  distribution agreements, and
similar  arrangements which would allow it to leverage its facilities and market
position and increase profitability.



Year 2000 Computer Issues

State of readiness
The Company has  implemented a Year 2000 compliance  program  designed to insure
that the Company's  computer  systems and  applications  will function  properly
beyond 1999.  The program is led by the Company's  vice president of information
systems  and  consists of  employees  from across  division  lines.  The Company
believes it has identified all of the systems which need testing,  including but
not  limited  to its  traditional  computer  systems  as well as  those  systems
containing  embedded chip  technology  commonly found in buildings and equipment
connected with a building's  infrastructure  such as heating,  refrigeration and
air conditioning systems, security systems and telephones.  The vast majority of
testing to determine if a system is Year 2000 compliant is complete. Portions of
the  remediation  phase,  such as the  billing  system,  are also  complete  and
currently in use.  The  remainder  of the  remediation  phase is projected to be
completed in the second quarter of fiscal 1999. In some cases,  new systems will
be purchased and those should also be  implemented  no later than the end of the
second quarter of fiscal 1999.



Costs
The total  expected  cost of the  Company's  year  2000  compliance  program  is
projected  to be less than  $1.25  million,  consisting  primarily  of  internal
salaries, of which approximately $540,000 has been spent. All costs are expensed
as incurred.  The Company does expect to use, on a limited  basis,  some outside
programmers in this effort.





                                      -11-

<PAGE>



Risks
Although the full consequences are unknown,  the failure of one of the Company's
critical  computer systems or the failure of an outside system,  such as that of
the Federal Reserve or the electric utilities, may result in the interruption of
the  Company's  business  which may result in a material  adverse  effect on the
results of operations  or financial  condition of the Company.  With  particular
respect to inventory purchased for resale from the Company's 1,400 vendors,  the
Company does not expect that any  vendor's or small group of vendors'  year 2000
problem(s) would have a long-term negative effect on the Company since the worst
thing that would  happen is the Company  would not receive any of that  vendor's
product for resale.  The Company  doesn't  expect any of its  competitors  would
receive that product  either,  so the Company and the Company's  customers would
not be at a competitive disadvantage.

With respect to the Company's larger customers,  communications are ongoing with
respect to their  progress in resolving  potential  year 2000  problems  such as
insuring the integrity of the procurement  system as well as helping the smaller
customers'  critical  needs  such  as cash  registers  and  point-of-sale  (POS)
systems.  Despite the relative lack of problems encountered in these discussions
with both large and small  customers of the Company to date,  the Company has no
direct  confirmation or control of our customers year 2000 remediation  efforts,
and there can be no assurance that system failures,  that cause material adverse
results to our customers, would not have an adverse effect on the Company.

Contingency Plans
The Company is in the process of  developing  contingency  plans for those areas
which  might be  effected  by the year 2000  problem;  however,  there can be no
assurances that a contingency plan will exist for all situations.




                                      -12-

<PAGE>





                              II-OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K


         (b)      Reports on Form 8-K.               None




                                      -13-

<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/ Arthur M. Goldberg    
                                                Arthur M. Goldberg
                                                Chairman, President and Chief
                                                Executive Officer


                                          By:   /s/ Richard B. Neff    
                                                Richard B. Neff
                                                Executive Vice President and
                                                Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)


Date:    November 9, 1998



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