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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 June 27, 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 August 10,  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 June 27, 1998 (Unaudited)....................    1

   Consolidated Condensed Statements of Operations,
      Twenty-Six Weeks and Thirteen Weeks Ended
       June 28, 1997 and June 27, 1998 (Unaudited) ......................    2

   Consolidated Condensed Statement of Stockholders' Deficiency
      Twenty-Six Weeks Ended June 27, 1998 (Unaudited) ..................    3

   Consolidated Condensed Statements of Cash Flows,
      Twenty-Six Weeks Ended June 28, 1997 and
      June 27, 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 ..........................................    6


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ...............................   11

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



<PAGE>



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

                                              December 27,    June 27,
                                                 1997          1998
                                                            (Unaudited)
                 ASSETS
Current Assets:
  Cash......................................     $2,426         $2,091
  Accounts and notes receivable-net.........     71,715         69,621
  Inventories...............................     56,121         61,792
  Prepaid expenses..........................      8,234          9,002
                                                  -----          -----
        Total current assets................    138,496        142,506
                                                -------        -------
Property, Plant & Equipment
  Cost......................................     35,837         24,957
  Accumulated depreciation..................    (13,693)       (14,892)
                                                 ------         ------
  Net.......................................     22,144         10,065
                                                 ------         ------
Long-term notes receivable..................      7,428          8,063
Deferred taxes..............................     12,266         12,266
Other assets................................     15,341         14,115
Deferred financing costs....................      5,657          5,297
Excess of costs over net assets acquired....     78,629         77,399
                                                 ------         ------
        Total assets                           $279,961       $269,711
                                               ========       ========
 LIABILITIES & STOCKHOLDERS' DEFICIENCY Current Liabilities:
  Notes payable - revolver..................    $19,669        $31,082
  Accounts payable..........................     58,899         58,247
  Accrued expenses..........................     21,098         20,708
  Notes and leases payable within one year..     15,465          4,842
                                                 ------          -----
        Total current liabilities...........    115,131        114,879
                                                -------        -------
Long-term debt..............................    159,333        155,000
Capital lease liability.....................      2,499          2,396
Other long-term liabilities.................      6,079          5,715

Stockholders' Deficiency:
  Common stock..............................          -              -
  Additional paid-in-capital................     13,002          8,002
  Accumulated deficit.......................    (16,083)       (16,281)
                                                 ------         ------
       Total stockholders' deficiency.......     (3,081)        (8,279)
                                                 ------          -----
        Total liabilities & stockholders'
         deficiency.........................   $279,961       $269,711
                                               ========       ========

            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 28,    June 27,   June 28,   June 27,
                                      1997        1998       1997       1998
Revenue:
  Net sales....................... $252,188   $284,531   $516,566   $564,251
  Other revenue...................    1,691      1,674      3,286      3,510
                                      -----      -----      -----      -----
        Total revenue.............  253,879    286,205    519,852    567,761
Cost of products sold.............  225,882    256,731    463,062    509,535
                                    -------    -------    -------    -------
Gross profit-exclusive of
 warehouse expense shown below....   27,997     29,474     56,790     58,226

  Warehouse expense...............   10,641     12,604     21,250     24,025
  Transportation expense..........    5,252      5,989     10,674     12,150
  Selling, general and
  administrative expense..........    5,781      5,821     11,305     11,709
  Amortization-excess of cost
  over net assets acquired........      669        615      1,338      1,230
                                      -----      -----      -----      -----
Operating Income..................    5,654      4,445     12,223      9,112

  Interest expense................    5,984      4,320     11,693      9,096
  Amortization-deferred financing
   costs..........................      363        180        651        360
  Other (income)-net..............   (1,158)      (558)    (2,201)    (1,077)
                                      -----      -----      -----      -----
Income before income taxes and
 extraordinary items..............      465        503      2,080        733
Income taxes......................      426        420      1,312        730
                                        ---        ---        ---      -----
Income before
 extraordinary items..............       39         83        768          3

Extraordinary (loss) on
 extinguishment of debt-net of tax.  (8,467)         0     (8,467)      (201)
                                      -----      -----      -----      -----

Net income (loss).................  ($8,428)       $83    ($7,699)     ($198)
                                     ======        ===     ======       ====

            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 Amount Shares Amount
Balance at
 December 27,
 1997            101.622  $ --  100.00   $ --  $13,002  ($16,083) ($3,081)

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

Net loss            --      --      --     --       --      (198)    (198)
                 ------   ----  ------   ----  -------       ---      ---

Balance at
 June 27, 1998    78.116  $ --   76.869  $ --   $8,002  ($16,281) ($8,279)
                  ======   ===   ======  ====  =======   =======   ======

            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 28,     June 27,
                                                    1997          1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.........................................  ($7,699)       ($198)
Adjustments to reconcile net loss to net cash
  used in operating activities
   Extraordinary loss on extinguishment
   of debt-net of tax............................    8,467          201
   Depreciation and amortization.................    2,436        1,356
   Amortization..................................    2,320        2,700
   Provision for bad debts.......................      750          750
   Increase in prepaid pension cost..............     (150)        (150)
   Noncash interest expense......................    3,010            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...................   (5,089)       1,344
   Inventory.....................................   (1,540)      (5,671)
   Prepaid expenses..............................     (901)        (768)
   Long-term receivables.........................     (572)        (635)
   Other assets..................................  (10,972)        (143)
 (Decrease) increase in:
   Accounts payable, accrued expenses and
    other liabilities............................    2,435       (1,063)
                                                    ------        -----
Net cash used in operating activities............   (7,505)      (2,677)
                                                     -----        -----
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment........   (1,702)      (2,543)
Net proceeds from Garden City facility sale......        0       13,867
                                                     -----        -----
Net cash (used in) provided by
 investing activities............................   (1,702)      11,324
                                                     -----       ------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under revolving line-of-credit....    3,451       11,413
Capital lease payments...........................   (2,065)         (97)
Premiums paid in connection with debt redemption.  (10,829)        (335)
Repayment of Rose Partner note receivable........    8,917            0
Capital stock repurchase.........................        0       (5,000)
Dividend paid....................................      (61)           0
Finance fees paid................................   (5,230)           0
New note offering................................  155,000            0
Long-term debt payments.......................... (139,736)     (14,963)
                                                   -------      -------
Net cash provided by (used in)financing
  activities.....................................    9,447       (8,982)
                                                     -----        -----
Increase (decrease) in cash......................      240         (335)
Cash at beginning of period......................    1,749        2,426
                                                     -----        -----
Cash at end of period............................   $1,989       $2,091
                                                     =====        =====
Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest.....................................  $15,085       $9,409
                                                    ======        =====
    Income Taxes (Refunds).......................     $185          ($5)
                                                       ===          ====
Non-cash dividend of notes receivable and
 land held for sale..............................   $4,162           $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 June 27, 1998, the consolidated
condensed  statements of operations for the thirteen weeks and twenty-six  weeks
ended June 28, 1997 and June 28, 1998, the consolidated  condensed statements of
cash flows for the  twenty-six  weeks ended June 28, 1997 and June 27, 1998, and
stockholders'  deficiency  for the  twenty-six  weeks ended June 27,  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  quarter  ended  March 28,  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
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.

3.       STOCK REPURCHASE

During the thirteen weeks ended June 27, 1998, the Company  repurchased  23.5062
shares of Class A and 23.131 shares of Class B common stock for $5 million.


                                       -5-

<PAGE>



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


Forward- Looking Statements

Forward-looking  statements  in this  Form  10-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; and changes in, or failure to comply with, government regulations.


Results of Operations

Thirteen weeks ended June 27, 1998 and June 28, 1997

Net sales for the  thirteen  weeks ended June 27,  1998 were  $284.5  million as
compared to $252.2  million for the  thirteen  weeks ended June 28,  1997.  This
12.8% 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.

Other  revenue,  consisting of recurring  customer  related  services,  remained
constant at $1.7 million for the  thirteen  weeks ended June 27, 1998 as well as
the prior period.

Gross margin (excluding  warehouse  expense)  decreased to 10.4% of net sales or
$29.5 million for the thirteen weeks ended June 27, 1998 as compared to 11.1% of
net sales or $28.0 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.  As compared to the thirteen  weeks ended March
28, 1998, gross margin increased from 10.3%.

Warehouse expense increased as a percentage of net sales to 4.4% of net sales or
$12.6 million for the thirteen  weeks ended June 27, 1998 as compared to 4.2% of
net sales or $10.6 million for the thirteen  weeks ended June 28, 1997 primarily
as a result of operating two frozen food facilities. The current period included
approximately $400,000 of direct start-up costs and

                                       -6-

<PAGE>



$75,000  of  temporary  labor  inefficiencies  related  to the new  frozen  food
facility. 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 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 2.1% of net sales or $6.0 million
for the  thirteen  weeks ended June 27, 1998 as compared to 2.1% of net sales or
$5.3 million in the thirteen weeks ended June 28, 1997.

Selling,  general and  administrative  expense decreased to 2.0% of net sales or
$5.8 million for the  thirteen  weeks ended June 27, 1998 as compared to 2.3% of
net sales or $5.8 million for the thirteen weeks ended June 28, 1997.

Other  income,  net of other  expenses,  decreased  to $558,000 for the thirteen
weeks ended June 27, 1998 as compared  to $1.2  million for the  thirteen  weeks
ended June 28, 1997. The decline reflects (i)  approximately  $278,000 of rental
income relating to the Farmingdale facility in the thirteen weeks ended June 28,
1997 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
$243,000  of  interest  income in the  thirteen  weeks ended June 28, 1997 . The
Farmingdale  facility was sold in August 1997 with the  proceeds  used to reduce
outstanding indebtedness.

Interest expense decreased to $4.3 million for the thirteen weeks ended June 27,
1998  from  $6.0  million  for the  thirteen  weeks  ended  June 28,  1997.  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  $420,000,  resulting  in an
effective  income tax rate of 83% for the thirteen  weeks ended June 27, 1998 as
compared to a provision of $426,000 resulting in an effective rate of 92% in the
thirteen weeks ended June 28, 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 June 27, 1998 of
$83,000 as compared to a net loss of $8.4 million for the  thirteen  weeks ended
June 28, 1997, which included an $8.5 million extraordinary loss, net of tax, on
the extinguishment of debt .


Twenty-six weeks ended June 27, 1998 and June 28, 1997

Net sales for the  twenty-six  weeks ended June 27, 1998 were $564.3  million as
compared to $516.6  million for the twenty-six  weeks ended June 28, 1997.  This
9.2% 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.


                                       -7-

<PAGE>



Other revenue,  consisting of recurring  customer  related  services,  increased
slightly  to $3.5  million  for the  twenty-six  weeks  ended  June 27,  1998 as
compared to $3.3 million in the prior period.

Gross margin (excluding  warehouse  expense)  decreased to 10.3% of net sales or
$58.2 million for the twenty-six  weeks ended June 27, 1998 as compared to 11.0%
of net sales or $56.8  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
$24.0 million for the  twenty-six  weeks ended June 27, 1998 as compared to 4.1%
of net sales or $21.3  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 remained increased to 2.2% of net sales or $12.2 million
for the twenty-six weeks ended June 27, 1998 as compared to 2.1% of net sales or
$10.7 million in the prior period.

Selling,  general and  administrative  expense decreased to 2.1% of net sales or
$11.7 million for the  twenty-six  weeks ended June 27, 1998 as compared to 2.2%
of net sales or $11.3 million for the prior period.

Other  income,  net of  other  expenses,  decreased  to  $1.1  million  for  the
twenty-six  weeks ended June 27, 1998 as compared to $2.2  million for the prior
period.  The  decline  reflects  (i)  approximately  $513,000  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 $9.1 million for the twenty-six weeks ended June
27, 1998 from $11.7 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  $730,000,  resulting  in an
effective  income tax rate of 100% for the twenty-six  weeks ended June 27, 1998
as compared to a provision of $1.3 million resulting in an effective rate of 63%
in the prior period. The Company's  estimated  effective tax rate is higher than
the statutory tax rate primarily because of the  nondeductibility  of certain of
the  Company's  amortization  of the  excess of cost over net  assets  acquired;
however,

                                       -8-

<PAGE>




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 a net loss for the twenty-six weeks ended June 27, 1998 of
$198,000,  including an extraordinary loss, net of tax, on the extinguishment of
debt,  of  $201,000  as  compared  to a net loss of $7.7  million  for the prior
period,  which included an $8.5 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  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 $31.1 million at June 27,
1998.  Additional borrowing capacity of $48.4 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  twenty-six  weeks ended June 27, 1998,  cash flows used in operating
activities  were $2.7 million,  consisting  primarily of (i) cash generated from
income before  extraordinary  items and non-cash expenses and (ii) a decrease in
accounts  payable,  accrued  expenses and other  liabilities of $1.1 million,  a
decrease  in  accounts  receivable  of $1.3  million  offset by an  increase  in
inventory of $5.7 million  related  primarily to the transition of the Company's
frozen food  distribution  business  form Garden City,  NY to Carteret,  NJ. The
Company  expects to eliminate any duplicate  frozen food inventory by completing
the transfer of its distribution  inventory from its Garden City, NY facility to
its  Carteret,  NJ facility in the third  quarter  while  continuing  to operate
Garden City as a storage facility.

Cash flows provided by investing  activities  during the twenty-six  weeks ended
June 27, 1998 were approximately $11.3 million; which consisted of $13.9 million
of proceeds from the sale of the Garden City facility  offset by $2.5 million of
capital  expenditures,  which  included  the Garden  City land  purchase of $1.7
million.  Net cash used in  financing  activities  was $9.0  million  consisting
primarily of $15.0  million of debt  payments and a $5.0 million  capital  stock
buyback offset by increased  borrowings under the Company's bank credit facility
of $11.4 million during the period.  The $15.0 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).

Earnings before interest expense,  income taxes,  depreciation and amortization,
and non-recurring charges such as extraordinary gains or losses ("EBITDA"),  was
$13.9  million  during the  twenty- six weeks ended June 27, 1998 as compared to
$18.5  million  in the  prior  period.  This  decrease  in  EBITDA  reflected  a
combination of lower gross margins,  the treatment of the grocery facility lease
which contributed $1.4 million of the difference and the sale of the Farmingdale
property in August 1997 which  contributed  approximately  $861,000 to the prior
period's EBITDA.


                                       -9-

<PAGE>



The consolidated indebtedness of the Company decreased to $193.3 million at June
27, 1998 as  compared to $197.0  million at  December  27,  1997.  Stockholders'
deficiency was $8.3 million on June 27, 1998 as compared to a deficiency of $3.1
million on  December  27,  1997  primarily  as a result of 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 June 27, 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.

On April 1, 1998,  the Company sold its Garden City facility for $14.5  million.
The net proceeds of the sale were  applied as follows:  $7.2 million was used to
repay a 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.  As part of the  transaction,  the Company will lease the
Garden City  facility for a minimum of two years.  The Company will  continue to
use the facility for its public cold storage  business and may from time to time
utilize it for storage or as a secondary  frozen food  distribution  center.  In
April 1998, the Company began  shipping  frozen food product from its new frozen
food facility in Carteret, NJ.

In May 1998, the Company repurchased and retired into treasury $5 million of its
outstanding common stock on a prorata basis.

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

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 has
identified  all of the systems which need testing,  including but not limited to
its traditional computer systems,  heating,  refrigeration and air conditioning,
security  systems and telephones.  The majority of testing to see if a system is
Year 2000 compliant or not is complete and the remediation phase is scheduled to
be completed in the first quarter of fiscal 1999.

The  expected  cost  should be less than $1  million  and the  majority  of that
consists of  internal  salaries.  The  Company  does expect to use, on a limited
basis, some outside programmers in this effort.



                                      -10-

<PAGE>


                              II-OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K


         (b)      Reports on Form 8-K.               None




                                      -11-

<PAGE>


                                   SIGNATURES


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




                                             DI GIORGIO CORPORATION


                                       By:   /s/ 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 10, 1998



                                      -12-