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

                                   FORM 10-Q/A


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


   For the Quarter Ended June 28, 1997            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 August 1, 1997,  there were 101.62  shares of Class A Common Stock and 100
shares of Class B Common Stock, par value of each class $.01, outstanding.

This  amendment to the Company's  Form 10-Q for the quarterly  period ended June
28, 1997 amends and restates in its entirety the previously  filed Form 10-Q for
the quarterly period ended June 28, 1997.

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


<PAGE>



                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                      INDEX



PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

   Consolidated Condensed Balance Sheets,
      December 28, 1996 and June 28, 1997 (Unaudited)..................      1

   Consolidated Condensed Statements of Operations,
      Twenty-Six Weeks and Thirteen Weeks Ended
      June 29, 1996 and June 28, 1997  (Unaudited) ....................      2

   Consolidated Condensed Statement of Stockholders' Equity/(Deficit),
      Twenty-Six Weeks Ended June 28, 1997 (Unaudited) ................      3

   Consolidated Condensed Statements of Cash Flows,
      Twenty-Six Weeks Ended June 29, 1996 and June 28, 1997
      (Unaudited) .....................................................      4

   Notes to Consolidated Condensed Financial Statements ...............      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 .............................     12

Signatures.............................................................     13


<PAGE>


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

                                              December 28,    June 28,
                                                 1996          1997
                                                            (Unaudited)
                 ASSETS
Current Assets:
  Cash......................................     $1,749         $1,989
  Accounts and notes receivable-net.........     61,550         65,889
  Inventories...............................     49,563         51,103
  Prepaid expenses..........................      3,706          4,677
                                                  -----          -----
        Total current assets................    116,568        123,658
                                                -------        -------
Property, Plant & Equipment
  Cost......................................     71,785         73,486
  Accumulated depreciation..................    (15,515)       (18,367)
                                                 ------         ------
  Net.......................................     56,270         55,119
                                                 ------         ------
Long-term notes receivable..................     19,276          7,196
Other assets................................     12,216         22,928
Deferred financing costs....................      4,172          6,165
Excess of costs over net assets acquired....     92,567         91,229
                                                 ------         ------
                                               $301,069       $306,295
                                               ========       ========
 LIABILITIES & STOCKHOLDERS' EQUITY/(DEFICIT) 
Current Liabilities:
  Notes payable.............................    $26,719        $30,170
  Accounts payable..........................     49,468         48,777
  Accrued expenses..........................     24,362         22,911
  Current installment long-term obligations.      3,677          2,456
                                                  -----          -----
        Total current liabilities...........    104,226        104,314
                                                -------        -------
Long-term debt..............................    153,389        171,640
Capital lease liability.....................     31,523         30,702
Other long-term liabilities.................      7,826          7,456

Stockholders' Equity/(Deficit)
  Common stock..............................          -              -
  Additional paid-in-capital................     17,225         13,002
  Accumulated deficit.......................    (13,120)       (20,819)
                                                 ------         ------
       Total stockholders' equity/(deficit).      4,105         (7,817)
                                                 ------          -----
                                               $301,069       $306,295
                                               ========       ========

         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 Twenty-six weeks ended
                                   -------------------- ----------------------
                                    June 29,    June 28,   June 29,   June 28,
                                      1996        1997       1996       1997
Revenue:
  Net Sales....................... $258,322   $252,188   $522,183   $516,566
  Other Revenue...................    1,412      1,691      2,425      3,286
                                      -----      -----      -----      -----
        Total Revenue.............  259,734    253,879    524,608    519,852
Cost of products sold.............  230,491    225,882    467,214    463,062
                                    -------    -------    -------    -------
Gross Profit-exclusive of
 warehouse expense shown below....   29,243     27,997     57,394     56,790

  Warehouse expense...............   10,173     10,641     20,596     21,250
  Transportation expense..........    5,330      5,252     10,955     10,674
  Selling, general and
  administrative expense..........    5,889      5,781     11,791     11,305
  Amortization-excess of cost
  over net assets acquired........      723        669      1,446      1,338
                                      -----      -----      -----      -----
Operating Income..................    7,128      5,654     12,606     12,223

  Interest expense................    5,889      5,984     12,027     11,693
  Amortization-deferred financing
   costs..........................      284        363        568        651
  Other (income)-net..............     (761)    (1,158)    (1,537)    (2,201)
                                        ---      -----      -----      -----
Income before income taxes and
 extraordinary items..............    1,716        465      1,548      2,080
Income taxes......................        0        426          0      1,312
                                        ---        ---        ---      -----
Income before extraordinary items.    1,716         39      1,548        768

Extraordinary gain (loss) on
 extinguishment of debt-net of tax.     219     (8,467)       219     (8,467)
                                        ---      -----        ---      -----

Net income (loss).................   $1,935    ($8,428)    $1,767    ($7,699)
                                     ======     ======     ======     ======

         See Notes to Consolidated Condensed Financial Statements

                                    -2-

<PAGE>

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

                                   Additional
                  Class A        Class B     Paid-In (Accumulated
                 Common Stock  Common Stock  Capital    Deficit)  Total
                 ------------  ------------  -------    -------   ------
                 Shares Amount Shares Amount
Balance at
 December 28,
 1996            101.62  $ --  100.00  $ --  $17,225  ($13,120)  $4,105

Net loss            --     --      --    --       --    (7,699)  (7,699)
                 ------  ----  ------  ----  -------    ------    -----

Dividend to
 stockholders       --     --      --    --    (4,223)      --   (4,223)
                 ------  ----  ------  ----  -------   -------    -----

Balance at
 June 28, 1997   101.62  $ --  100.00  $ --  $13,002  ($20,819) ($7,817)
                 ======  ====  ======  ====  =======   =======   ======

         See Notes to Consolidated Condensed Financial Statements

                                    -3-

<PAGE>

                  DI GIORGIO CORPORATION and SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                              (in thousands)
                                (unaudited)
                                                  Twenty-six weeks ended
                                                  ----------------------
                                                   June 29,     June 28,
                                                    1996          1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...............................  $1,767       ($7,699)
Adjustments to reconcile net income to net cash
 used in operating activities
   Extraordinary (gain) loss on extinguishment
   of debt......................................    (219)        8,467
   Depreciation and amortization................   2,315         2,436
   Amortization.................................   2,277         2,320
   Provision for bad debts......................   1,300           750
   Increase in prepaid pension cost.............    (210)         (150)
   Accretion of 12 3/4% senior discount notes...   2,853         3,010
   Noncash interest income......................    (473)            0
Changes in assets and liabilities:
  (Increase) decrease in:
   Accounts & notes receivable..................   5,242        (5,089)
   Inventory....................................   2,211        (1,540)
   Prepaid expenses.............................    (204)         (901)
   Long-term receivables........................  (1,759)         (572)
   Other assets.................................     322       (10,972)
 (Decrease) increase in:
   Accounts payable, accrued expenses and
    other liabilities........................... (12,370)        2,435
                                                  ------         -----
Net cash provided by (used by) operating
 activities.....................................   3,052        (7,505)
                                                   -----         -----
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment.......    (342)       (1,702)
                                                     ---         -----
Net cash used in investing activities...........    (342)       (1,702)
                                                     ---         -----
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under revolving line-of-credit...   3,684         3,451
Capital lease payments..........................  (1,101)       (2,065)
Premiums on completed tender offers.............       0       (10,829)
Repayment of Rose Partner note receivable.......       0         8,917
Dividend paid...................................       0           (61)
Finance fees paid...............................       0        (5,230)
New note offering...............................       0       155,000
Long-term debt payments.........................  (5,020)     (139,736)
                                                   -----       -------
Net cash (used in) provided by financing
  activities....................................  (2,437)        9,447
                                                   -----         -----
Increase in cash................................     273           240
Cash at beginning of period.....................     365         1,749
                                                     ---         -----
Cash at end of period...........................    $638        $1,989
                                                     ===         =====
Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest....................................  $9,604       $15,085
                                                   =====        ======
    Income Taxes................................     $71          $185
                                                     ===          ====
Non-cash dividend of notes receivable and
 land held for sale.............................                $4,162
                                                                 =====
         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

On June 20,  1997,  the Company and White Rose Foods,  Inc ("White  Rose"),  its
parent  company,  consummated  a merger in which  White Rose was merged with and
into the Company,  with the Company as the survivor  (the  "Merger").  Since the
stockholders of the Company are identical to the stockholders of White Rose, the
exchange  of shares was a transfer  of  interest  among  entities  under  common
control,  and is being  accounted for at historical  cost in a manner similar to
pooling-of-interests   accounting.   Accordingly,   the  consolidated  financial
statements  presented  herein  reflect  the assets and  liabilities  and related
results of operations for the combined  entity for all periods.  Revenue for the
twenty-six  weeks  ended June 29,  1996 and June 28,  1997 were the same for the
separate entities prior to the combination.  Income before  extraordinary  items
would have been  approximately  $1.5 million and $281,000  higher for Di Giorgio
than White Rose for the twenty-six  weeks ended June 28, 1997 and June 29, 1996,
respectively, prior to the combination due to additional White Rose net interest
expense. See Note 2 for information relating to the refinancing actions taken in
connection with the merger.

The consolidated  condensed  balance sheet as of June 28, 1997, the consolidated
condensed  statements of operations for the twenty-six  weeks and thirteen weeks
ended June 29, 1996 and June 28, 1997, the consolidated  condensed statements of
cash flows and  stockholders'  equity/(deficit)  for the twenty-six  weeks ended
June 28,  1997,  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, 1996,  Form 10-Q for the quarter ended March 29, 1997 and Amendment
1 to Form S-4  dated  July 16,  1997  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.

Previously,  the Company  classified as other income  reclamation  service fees,
label income and other customer related  services.  Commencing in the year ended
December  28, 1996,  the Company is  classifying  these items as other  revenue.
Prior  year  amounts  have  been   reclassified   accordingly.   The  change  in
classification has no effect on previously reported net income.

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


                                       -5-

<PAGE>



2.       Refinancing

On June 20, 1997, the Company  completed a refinancing  (the  "Refinancing")  of
itself and White  Rose,  intended  to extend debt  maturities,  reduce  interest
expense and improve  financial  flexibility.  The components of the  Refinancing
were (i) the  offering of $155  million 10% senior  notes (the "10%  Notes") due
2007 (the  "Offering"),  (ii) the  modification  of the  Company's  bank  credit
facility  (the "Bank  Credit  Facility"),  (iii) the receipt of an $8.9  million
payment for the extinguishment of a note held by the Company from Rose Partners,
LP ("Rose Partners"), which owns 98.54% of the Company, (iv) the consummation of
the tender  offers and  consent  solicitations  commenced  by the  Company  (the
"Company  Tender  Offer") and White Rose (the  "White  Rose  Tender  Offer," and
together with the Company Tender Offer,  the "Tender Offers") on May 16, 1997 in
respect of the  Company's  12% Senior Notes due 2003 (the "12% Notes") and White
Rose's   12-3/4%  Senior   Discount  Notes  due  1998  (the  "12-3/4%   Notes"),
respectively,  (v) the $4.2  million  dividend  by the  Company to White Rose of
certain  non-cash assets which were unrelated to the Company's  primary business
and the  subsequent  dividend of those assets to White Rose's  stockholders  and
(vi) the Merger.

Immediately  following the Refinancing and as of June 28, 1997, no 12-3/4% Notes
remained  outstanding and $7.45 million aggregate  principal amount of 12% Notes
remained  outstanding;  however,  the Indenture  pursuant to which the 12% Notes
were issued has been substantially amended effective as of June 9, 1997 pursuant
to the Company Tender Offer.

Interest on the 10% Notes is payable  semi-annually,  in arrears, on June 15 and
December 15 of each year,  commencing December 15, 1997. The 10% Notes mature on
June 15, 2007. The Company may redeem the 10% Notes,  in whole or in part at any
time on or after  June 15,  2002 at  redemption  prices  further  defined in the
indenture governing the 10% Notes (the "Indenture"). In addition, on or prior to
June 15, 2000, the Company may redeem up to 35% of the notes under conditions as
so defined in the Indenture.

As  a  result  of  the  Refinancing,   the  Company  recorded  an  $8.5  million
extraordinary   charge,   net  of  a  tax  benefit  of  $5.6  million,   on  the
extinguishment  of debt  relating  to  premiums  paid as a result of the  Tender
Offers and the write-off of the deferred  financing fees associated with the 12%
Notes and 12-3/4 % Notes.


3.       Subsequent Event

In August  1997,  the  Company  completed  the sale of the option it held on its
Farmingdale facility, the site of its former grocery warehouse and headquarters,
which had been under  lease to a third  party.  The  Company  realized  net cash
proceeds  of  approximately  $7.3  million  after the  repayment  of a  mortgage
included  in the  Company's  balance  sheet at June 28,  1997 in the  amount  of
approximately  $5.3  million.  For book  purposes the Company does not expect to
recognize  any  gain or  loss  due to the  original  valuation  of the  property
although the Company  expects to use its net  operating  loss  carryforwards  to
offset an approximate $12.0 million taxable gain.


                                       -6-

<PAGE>



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

Forward-Looking Statements

Certain statements  contained herein are  forward-looking  statements within the
meaning of the  Private  Securities  Litigation  Reform Act of 1995 and are thus
subject to risks,  uncertainties  and other  factors  which could  cause  actual
results to differ  materially  from future results  expressed or implied by such
forward-looking statements.

General

On June 20,  1997,  the  Company  consummated  the  Refinancing.  The  following
discussion  assumes that the Merger between White Rose and the Company had taken
place as of  December  30,  1995.  Since the  stockholders  of the  Company  are
identical  to the  stockholders  of White  Rose,  the  exchange  of shares was a
transfer of interest among entities under common control, and is being accounted
for at historical cost in a manner similar to  pooling-of-interests  accounting.
Accordingly,  the discussion presented herein reflect the assets and liabilities
and related results of operations for the combined entity for all periods.

Results of Operations

Thirteen weeks ended June 28, 1997 and June 29, 1996

Net sales for the  thirteen  weeks ended June 28,  1997 were  $252.2  million as
compared to $258.3  million for the  thirteen  weeks ended June 29,  1996,  as a
$15.8 million  decrease in sales to a customer which terminated its contract for
dairy division  products in the fourth  quarter of 1996 was partially  offset by
sales to existing and new customers.  In August 1997, the Company began shipping
frozen food products to an additional division of the Great Atlantic and Pacific
Tea Company  ("A&P") that it did not previously  supply.  Sales to this division
are estimated to be in excess of $75 million annually.

Other revenue,  consisting of recurring customer related services,  increased to
$1.7  million  for the  thirteen  weeks  ended June 28, 1997 as compared to $1.4
million in the prior period  primarily  due to providing a produce  distribution
service for a particular  customer  which began in the first quarter of 1997 and
ended in June 1997.  Excluding  this produce  service,  other revenue would have
been $1.5 million for the thirteen weeks ended June 28, 1997 as compared to $1.4
million in the prior period.

Gross margin (excluding  warehouse  expense)  decreased to 11.1% of net sales or
$28.0 million for the thirteen weeks ended June 28, 1997 as compared to 11.3% of
net sales or $29.2  million for the prior  period as a result of a change in mix
of product  sold.  The Company has, and will continue to, take steps to maintain
and improve its margins;  however,  as indicated by the comparative  decrease in
gross  margin,  there can be no  assurance  that factors such as the decrease in
promotional activities, changes in product mix, or competitive pricing pressures
will not continue to have an adverse effect on gross margin in the future.


                                       -7-

<PAGE>



Warehouse  expense  increased  to 4.2% of net  sales  or $10.6  million  for the
thirteen  weeks  ended June 28,  1997 as  compared to 3.9% of net sales or $10.2
million for the prior  period,  because of the effect of fixed costs spread over
lower sales and higher costs associated with the produce distribution business.

Transportation  expense  remained  constant at 2.1% of net sales or $5.3 million
for the thirteen weeks ended June 28, 1997 as well as the prior period.

Selling,  general and administrative  expense remained unchanged as a percentage
of net sales at 2.3% or $5.8 million for the thirteen  weeks ended June 28, 1997
as compared to 2.3% or $5.9 million for the prior period.

Other income, net of other expenses,  increased to $1.2 million for the thirteen
weeks ended June 28, 1997 as compared to $761,000 for the prior period primarily
due to increased interest income.

Interest expense increased to $6.0 million for the thirteen weeks ended June 28,
1997 from $5.9 million for the prior  period.  The  comparative  increase in the
1997 period is a result of higher  average  outstanding  levels of the Company's
funded debt.

The  Company  recorded  an income tax  provision  of  $426,000  resulting  in an
effective  income tax rate of 92% for the thirteen  weeks ended June 28, 1997 as
compared to an  effective  tax rate of 0% for the prior  period.  The  Company's
estimated  effective tax rate is higher than its  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  loss
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.

At June 28, 1997,  the Company is  continuing  to fully reserve its net deferred
tax assets relating to its tax net operating loss. The valuation  allowance will
be adjusted  when and if, in the  opinion of  management,  significant  positive
evidence exits which  indicates that it is more likely than not that the Company
will be able to realize the tax net operating losses.

The Company  recorded a net loss for the  thirteen  weeks ended June 28, 1997 of
$8.4 million, including an extraordinary loss on the extinguishment of debt, net
of tax, of $8.5  million as compared to net income of $1.9 million for the prior
period which included a $219,000 gain on the extinguishment of debt.

Twenty-six weeks ended June 28, 1997 and June 29, 1996

Net sales for the  twenty-six  weeks ended June 28, 1997 were $516.6  million as
compared  to $522.2  million for the  twenty-six  weeks ended June 29, 1996 as a
$32.7 million  decrease in sales to a customer which terminated its contract for
dairy division  products in the fourth quarter of 1996 was partially offset by a
temporary  supplemental  third party supply  arrangement  and increased sales to
existing customers.

Other revenue,  consisting of recurring  customer  related  services,  increased
35.5% to $3.3 million for the  twenty-six  weeks ended June 28, 1997 as compared
to $2.4  million  in the  prior  period  primarily  due to  providing  a produce
distribution service for a particular customer which

                                       -8-

<PAGE>



ended in June 1997.  Excluding  this produce  service,  other revenue would have
been $2.7  million for the  twenty-six  weeks ended June 28, 1997 as compared to
$2.4 million in the prior period.

Gross margin  (excluding  warehouse  expense)  remained constant at 11.0% of net
sales or $56.8 million for the twenty-six  weeks ended June 28, 1997 as compared
to 11.0% of net sales or $57.4  million  for the  prior  period as a result of a
change in mix of product sold. The Company has, and will continue to, take steps
to maintain and improve its  margins;  however,  there can be no assurance  that
factors such as the decrease in promotional activities,  changes in product mix,
or competitive pricing pressures will not have an adverse effect on gross margin
in the future.

Warehouse  expense  increased  to 4.1% of net  sales  or $21.3  million  for the
twenty-six  weeks  ended June 28, 1997 as compared to 3.9% of net sales or $20.6
million for the prior  period,  because of the effect of fixed costs spread over
lower sales and higher costs associated with the produce distribution business.

Transportation  expense remained  constant at 2.1% of net sales or $10.7 million
for the twenty-six weeks ended June 28, 1997 as compared to 2.1% of net sales or
$11.0 million in the prior period.

Selling,  general and  administrative  expense decreased to 2.2% of net sales or
$11.3 million for the  twenty-six  weeks ended June 28, 1997 as compared to 2.3%
of net sales or $11.8 million for the prior period  primarily due to a reduction
in the provision for doubtful accounts as a result of both a significant decline
in credit exposure to a former customer and an overall improvement in the credit
quality of the portfolio.

Other  income,  net of  other  expenses,  increased  to  $2.2  million  for  the
twenty-six  weeks ended June 28, 1997 as compared to $1.5  million for the prior
period primarily due to increased interest income.

Interest expense  decreased to $11.7 million for the twenty-six weeks ended June
28, 1997 from $12.0 million for the prior period.  The  comparative  decrease in
the 1996 period  represents  a decline in the average  outstanding  level of the
Company's funded debt.

The Company  recorded an income tax  provision of $1.3  million  resulting in an
effective income tax rate of 63% for the twenty-six weeks ended June 28, 1997 as
compared to an  effective  tax rate of 0% for the prior  period.  The  Company's
estimated  effective tax rate is higher than its  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  loss
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 a net loss for the twenty-six weeks ended June 28, 1997 of
$7.7 million, including an extraordinary loss on the extinguishment of debt, net
of tax, of $8.5  million as compared to net income of $1.8 million for the prior
period which included a $219,000 gain on the extinguishment of debt.




                                       -9-

<PAGE>



Liquidity and Capital Resources

Cash flow 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  will 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 $30.2 million at June 28,
1997.  Additional borrowing capacity of $42.3 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 fiscal 1997.

During the  twenty-six  weeks ended June 28,  1997,  cash flow used in operating
activities was $7.5 million,  consisting primarily of cash generated from income
before  extraordinary  items and  non-cash  expenses,  which  were  offset by an
increase  in net  receivable  levels of $5.1  million  and an  increase in other
assets of $11.0 million, which included a deferred tax asset of $5.6 million, as
a result of the extraordinary charge on extinguishment of debt.

Cash flow used in investing  activities  during the twenty-six  weeks ended June
28,  1997 was  approximately  $1.7  million,  all of which was used for  capital
expenditures.  Net cash provided by financing  activities was approximately $9.4
million as a result of the refinancing discussed more fully below.

Earnings before interest expense,  income taxes,  depreciation and amortization,
non-recurring  charges such as  extraordinary  gains or losses  ("EBITDA"),  was
$18.5  million  during the  twenty-six  weeks ended June 28, 1997 as compared to
$17.7 million in the comparable prior year period.

The consolidated  indebtedness of the Company  increased $11.4 million to $235.0
million  at June 28,  1997 as  compared  to  $223.6  million  at June  29,  1996
primarily  as a  result  of the  Company  funding,  as part of the  Refinancing,
premiums  to  repay  high  cost  long-term  debt and the  cash  expenses  of the
transaction.  The Company  raised an  aggregate  of $155.0  million  through the
issuance of the 10% Notes and  received  $8.9  million as  repayment of the Rose
Partners  note which was used (i) to fund the  purchase of $85.4  million of the
12% Notes leaving $7.5 million  outstanding,  (ii) to fund the purchase of $53.7
million of the 12 3/4% Notes leaving $0.0 outstanding,  (iii) to pay premiums of
$10.8 million related to such purchases and (iv) to pay accrued interest and the
fees and expenses of the  Refinancing,  with the remaining  $4.9 million used to
reduce the Bank Credit Facility.

Stockholders'  equity/(deficit)  decreased  $11.5  million  to a deficit of $7.8
million  on June 28,  1997 from $3.7  million  of equity on June 29,  1996.  The
decrease was the result of the $8.5 million extraordinary charge, net of tax, on
the  extinguishment  of debt relating to premiums paid as a result of the Tender
Offers and the write-off of the deferred  financing fees associated with the 12%
Notes and the 12-3/4%  Notes.  In  addition,  the Company  dividended  non-cash,
non-core assets  consisting of land in Colorado and notes receivable with a book
value of  approximately  $4.2 million and $61,400 in cash to its stockholders on
June 20, 1997.

The 10% Notes also  provide  that the  Company may  repurchase,  and retire into
treasury  (i) up to $5 million of its  outstanding  Common  Stock if the Company
converts the capital lease relating to

                                      -10-

<PAGE>



its Carteret,  New Jersey distribution facility into an operating lease and (ii)
additional  Common stock up to an amount equal to the net proceeds from its sale
of its Farmingdale facility or the Farmingdale Option. Currently the Bank Credit
Facility only permits (i) but not (ii).

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. As of June 28, 1997, the Company was in compliance
with its covenants.

The  indenture  governing  the  Company's  10% Notes,  as well as the  agreement
governing  the  Bank  Credit  Facility,  impose  various  restrictions  upon the
Company,  including,  among  other  things,  limitations  on the  occurrence  of
additional debt and the making of certain payments and investments.

From time to time when the Company considers market conditions  attractive,  the
Company has purchased a portion of its 12% Notes and may in the future  purchase
and  retire a  portion  of the 10% Notes or any  remaining  . In  addition,  the
Company  continuously  reviews its capital structure,  including its funded debt
and capital leases, to determine if it can better finance its operations.

In 1996, the Company entered the produce distribution  business for one specific
customer  which  lasted until June of 1997.  The Company  continues to study the
feasibility  of  offering  produce  to all of its  customers.  In  addition,  in
December  1996,  the  Company  entered  into  a  temporary  supplemental  supply
arrangement  with  a  customer  from  another  geographic  region  which  lasted
approximately six weeks.

In August  1997,  the  Company  completed  the sale of the option it held on its
Farmingdale facility, the site of its former grocery warehouse and headquarters,
which had been under  lease to a third  party.  The  Company  realized  net cash
proceeds  of  approximately  $7.3  million  after the  repayment  of a  mortgage
included  in the  Company's  balance  sheet at June 28,  1997 in the  amount  of
approximately  $5.3  million.  For book  purposes the Company does not expect to
recognize  any  gain or  loss  due to the  original  valuation  of the  property
although the Company  expects to use its net  operating  loss  carryforwards  to
offset an approximate $12.0 million taxable gain.


                                      -11-

<PAGE>




                            Part II-OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

         (b)      Reports on Form 8-K.               None




                                      -12-

<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:    August 11,  1997





                                      -13-