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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 March 29, 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: (908) 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 April 25, 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.

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                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                      INDEX



PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets,
            December 28, 1996 and March 29, 1997 (Unaudited)............      1

         Consolidated Condensed Statements of Income,
            Thirteen Weeks Ended March 30, 1996
            and March 29, 1997  (Unaudited) ............................      2

         Consolidated Condensed Statement of Stockholder's Equity,
            Thirteen Weeks Ended March 29, 1997 (Unaudited) ............      3

         Consolidated Condensed Statements of Cash Flows,
            Thirteen Weeks Ended March 30, 1996 and March 29, 1997
            (Unaudited) ................................................      4

         Notes to Consolidated Condensed Financial Statements ..........      5

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations ...................................      6


PART II. OTHER INFORMATION

Item 5.  Other Information..............................................      9

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

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



<PAGE>

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

                                              December 28,   March 29,
                                                 1996          1997
                                                            (Unaudited)
                 ASSETS
Current Assets:
  Cash......................................     $1,537         $1,520
  Accounts and notes receivable-net.........     61,550         65,466
  Inventories...............................     49,563         51,994
  Prepaid expenses..........................      3,684          3,174
                                                  -----          -----
        Total current assets................    116,334        122,154
                                                -------        -------
Property, Plant & Equipment
  Cost......................................     71,785         72,197
  Accumulated depreciation..................    (15,515)       (17,093)
                                                 ------         ------
  Net.......................................     56,270         55,104
                                                 ------         ------
Long-term notes receivable..................     10,861         12,183
Other assets................................     12,216         12,411
Deferred financing costs....................      3,835          3,586
Excess of costs over net assets acquired....     87,471         86,802
                                                 ------         ------
                                               $286,987       $292,240
                                               ========       ========
     LIABILITIES & STOCKHOLDER'S EQUITY
Current Liabilities:
  Notes payable.............................    $26,719        $28,352
  Accounts payable..........................     49,468         55,134
  Accrued expenses..........................     24,361         21,895
  Current installment long-term obligations.      3,677          3,634
                                                  -----          -----
        Total current liabilities...........    104,225        109,015
                                                -------        -------
Long-term debt..............................    102,743        102,416
Capital lease liability.....................     31,523         30,996
Other long-term liabilities.................      7,826          7,621

Stockholder's Equity:
  Common stock..............................          -              -
  Additional paid-in-capital................     45,944         45,944
  Accumulated deficit.......................     (5,274)        (3,752)
                                                 ------          -----
        Total stockholder's equity..........     40,670         42,192
                                                 ------         ------
                                               $286,987       $292,240
                                               ========       ========

         See Notes to Consolidated Condensed Financial Statements
                                    -1-


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

                                                    Thirteen weeks ended
                                                  -----------------------
                                                   March 30,   March 29,
                                                     1996        1997
Revenue:
  Net Sales.....................................   $263,861    $264,378
  Other Revenue.................................      1,013       1,595
                                                      -----       -----
        Total Revenue...........................    264,874     265,973
Cost of Products Sold...........................    236,723     237,180
                                                    -------     -------
Gross Profit-exclusive of
 warehouse expense shown below..................     28,151      28,793

  Warehouse expense.............................     10,423      10,609
  Transportation expense........................      5,625       5,422
  Selling, general and
  administrative expense........................      5,902       5,524
  Amortization-excess of cost
  over net assets acquired......................        723         669
                                                     ------       -----
Operating Income................................      5,478       6,569

  Interest expense..............................      4,741       4,165
  Amortization-deferred financing costs.........        248         248
  Other (income)net.............................      (543)       (781)
                                                      -----       -----
Income before income taxes......................      1,032       2,937
Income taxes....................................        715       1,415
                                                        ---       -----

Net income .....................................       $317      $1,522
                                                      =====       =====

         See Notes to Consolidated Condensed Financial Statements

                                    -2-



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                     DI GIORGIO CORPORATION and SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDER'S EQUITY
                        (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  $ --  $45,944   ($5,274) $40,670

Net income:
 thirteen
 weeks ended
 March 29,
 1997               --    --      --    --       --      1,522    1,522
                 ------  ----  ------  ----  -------   -------   ------
Balance at
 March 29,
 1997            101.62  $ --  100.00  $ --  $45,944   ($3,752) $42,192
                 ======  ====  ======  ====  =======    ======  =======

         See Notes to Consolidated Condensed Financial Statements

                                    -3-


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                     DI GIORGIO CORPORATION and SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
                                                  Thirteen weeks ended
                                                  March 30,    March 29,
                                                   1996          1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income......................................    $317        $1,522
Adjustments to reconcile net income to net cash
 used in operating activities
   Depreciation and amortization................   1,252         1,147
   Amortization.................................   1,115         1,048
   Provision for bad debts......................     625           375
   Increase in prepaid pension cost.............    (105)          (75)
Changes in assets and liabilities:
  (Increase) decrease in:
   Accounts & notes receivable..................   4,336        (4,291)
   Inventory....................................    (777)       (2,431)
   Prepaid expenses.............................     191           580
   Long-term receivables........................  (1,027)       (1,322)
   Others assets................................     155           116
 (Decrease) increase in:
   Accounts payable, accrued expenses and
    other liabilities...........................  (9,791)        2,991
                                                  ------        ------
Net cash used in operating activities...........  (3,709)         (340)
                                                   -----         -----
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment.......    (175)         (413)
                                                   -----           ---
Net cash used in investing activities...........    (175)         (413)
                                                   -----         -----
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under revolving line-of-credit...   5,355         1,633
Capital lease payments..........................    (550)         (579)
Long-term debt payments.........................    (308)         (318)
                                                   -----         -----
Net cash provided by financing activities.......   4,497           736
                                                   -----         -----
Increase (decrease) in cash.....................     613           (17)
Cash at beginning of period.....................     302         1,537
                                                     ---         -----
Cash at end of period...........................    $915        $1,520
                                                     ===         =====
Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest....................................  $7,507        $7,043
                                                   =====         =====
    Income Taxes................................     $71           $72
                                                     ===            ==
         See Notes to Consolidated Condensed Financial Statements

                                      -4-

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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 March 29, 1997, the consolidated
condensed  statements of income for the thirteen  weeks ended March 30, 1996 and
March 29, 1997 and the consolidated  condensed  statements of cash flows for the
thirteen  weeks ended  March 30,  1996 and March 29, 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,  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>



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

Thirteen weeks ended March 29, 1997 and March 30, 1996

Net sales for the  thirteen  weeks ended  March 29, 1997 were $264.4  million as
compared to $263.9  million for the thirteen  weeks ended March 30, 1996 ("Prior
Period") as a $14.2 million decrease in sales to a customer which terminated its
contract for dairy division products in the fourth quarter of 1996 was offset by
a temporary  supplemental  third party supply arrangement and increased sales to
existing customers.

Other revenue,  consisting of recurring  customer  related  services,  increased
57.5% to $1.6 million for the thirteen weeks ended March 29, 1997 as compared to
$1.0  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. Revenue from this service is accounted for as other revenue because the
Company  receives  a  handling  fee per case  and  does not own this  particular
inventory.  In  addition,  the  Company  is in the  process  of  dedicating  its
auxiliary warehouse in Kearny, New Jersey to this produce distribution  service,
which is expected to be fully operational in the second quarter of 1997.

Gross margin (excluding  warehouse  expense)  increased to 10.9% of net sales or
$28.8  million for the thirteen  weeks ended March 29, 1997 as compared to 10.7%
of net  sales  or $28.2  million  for the  Prior  Period  as a result  of a more
favorable  mix of product  sold.  Although  the Company has taken steps and will
continue to take steps to maintain  and  improve  its  margins,  there can be no
assurance the decrease in promotional activities, that management believes is an
industry wide trend, will not continue.

Warehouse  expense  remained  relatively  constant at 4.0% of net sales or $10.6
million for the  thirteen  weeks ended March 29, 1997 as compared to 4.0% of net
sales or $10.4 million for the Prior Period,  as operating  efficiencies  in the
grocery and frozen  divisions were offset by costs in the dairy division related
to the produce distribution business.

Transportation  expense  remained  constant at 2.1% of net sales or $5.4 million
for the thirteen  weeks ended March 29, 1997 as compared to 2.1% of net sales or
$5.6 million for the Prior Period.

Selling,  general and  administrative  expense decreased to 2.1% of net sales or
$5.5 million for the thirteen  weeks ended March 29, 1997 as compared to 2.2% of
net sales or $5.9 million for the Prior Period  primarily  due to a reduction in
the  provision  for doubtful  accounts as a result of a  significant  decline in
credit exposure to a former customer.

Other  income,  net of other  expenses,  increased  slightly to $781,000 for the
thirteen weeks ended March 29, 1997 as compared to $543,000 for the Prior Period
primarily due to increased interest income.

Interest  expense  decreased to $4.2 million for the thirteen  weeks ended March
29, 1997 from $4.7 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 $1.4  million  resulting in an
effective  income tax rate of 48% for the thirteen weeks ended March 29, 1997 as
compared to an effective  tax rate of 69% 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

                                       -6-

<PAGE>


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 net income for the thirteen  weeks ended March 29, 1997 of
$1.5 million as compared to $317,000 for the Prior Period.



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  expires on June 30, 1997. The Company's bank group has approved
an  extension  of the bank credit  facility  until June 30, 2000  subject to the
payment of certain  fees and  modification  of certain  covenants.  The  Company
expects to enter into a formal  amendment to  effectuate  this  extension in the
second fiscal quarter of 1997.  Effective February 1, 1997, the interest rate on
the  Company's  bank credit  facility has already been lowered by 0.25% to prime
plus 0.75% or Eurodollar  plus 2.25%  because of the  Company's  ability to meet
certain  financial tests.  Borrowings under the Company's  revolving bank credit
facility were $28.4 million at March 29, 1997 at an average  interest rate as of
that date of 7.94%. Additional borrowing capacity of $38.3 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  debt  service
requirements,  working  capital needs,  and capital  expenditures  during fiscal
1997.

During the  thirteen  weeks ended March 29, 1997,  cash flow used for  operating
activities was $340,000 consisting  primarily of cash generated from net income,
non-cash expenses and increases in accounts payable and accrued expenses of $3.0
million offset by an increase in net receivable  levels (including the long-term
portion) of $5.6 million and an increase in inventory levels of $2.4 million.

Cash flow used in investing activities during the thirteen weeks ended March 29,
1997 was approximately $413,000, all of which was used for capital expenditures.
Net cash provided by financing activities was approximately $736,000, consisting
of net borrowings  under the bank credit facility of $1.6 million offset by note
payments and capital lease payments of $897,000.

Earnings  before  interest,  taxes,  depreciation  and  amortization,  excluding
extraordinary  items  ("EBITDA"),  were $9.3 million  during the thirteen  weeks
ended March 29, 1997 as compared to $8.1  million in the  comparable  prior year
period.

The consolidated  indebtedness of the Company  decreased $17.9 million to $165.4
million at March 29, 1997 as compared to $183.3  million at March 30, 1996.  The
decrease  consisted of a $4.8  million  reduction  in the  Company's  12% senior
notes, a $9.3 million reduction in the working capital facility,  a $2.3 million
reduction  in capital  leases,  and a $1.5  million  decrease in notes  payable.
Stockholder's  equity  increased $6.3 million to $42.2 million at March 29, 1997
from $35.9 million at March 30, 1996.

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 March  29,  1997,  the  Company  was in
compliance with its covenants.


                                       -7-

<PAGE>


The indenture governing the Company's 12% senior notes, as well as the Company's
bank agreement,  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  and may continue to purchase and retire a portion of the
Company's  outstanding 12% senior notes. 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 May 1997, the Company entered into an agreement to buyout a lease of tangible
property  at its frozen  facility  from an  affiliate  of the Company for $2.025
million.



                                       -8-

<PAGE>



                            Part II-OTHER INFORMATION

Item 5.   Other Information

          The  Company  continues  to have a  leasehold  interest  in its former
          grocery  distribution  facility  in  Farmingdale,  New  York  under an
          agreement with the fee owner of the facility.  The Company and the fee
          owner share the  economic  benefits of the  resulting  income  stream,
          financings related thereto or ultimate sale of the property,  with 80%
          to the  Company  and 20% to the fee  owner.  The  Company  also has an
          option to purchase the property from the fee owner  commencing in 1998
          for an  amount  equal  to 20% of the  net  fair  market  value  of the
          property.  In August  1993,  the Company  entered into an agreement to
          sublease the entire premises to a third party subtenant for an initial
          term of five years with  certain  renewal and  purchase  options.  The
          subtenant has exercised its purchase option, which option provides for
          both an automatic  five year  extension  of the sublease  until August
          2003 and a reduction in the subtenant's monthly rent if the Company is
          unable to deliver  title to the  property to the  subtenant  by August
          1998.  Although  there can be no assurances,  the Company  expects the
          sale to be completed by the end of fiscal 1998.



Item 6.   Exhibits and Reports on Form 8-K

 (b)      Reports on Form 8-K.               None


                                       -9-

<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.




                                            DI GIORGIO CORPORATION


                                            By:   /s/ 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:   May 5,  1997







                                      -10-