SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

     (Mark One)

     [ X ] Quarterly  report  pursuant to Section 13 or 15(d) of the  Securities
     Exchange Act of 1934

     For the Quarter Ended September 30, 2000

     [ ]  Transition  report  pursuant to Section 13 or 15(d) Of The  Securities
     Exchange Act of 1934

     For the transition period from ______ to _____

     Commission File Number: 1-1790



                             DI GIORGIO CORPORATION
             (Exact name of registrant as specified in its charter)


                Delaware                                      94-0431833
      (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                   Identification Number)

           380 Middlesex Avenue
           Carteret, New Jersey                                 07008
 (Address of principal executive offices)                     (Zip Code)

                                 (732) 541-5555
              (Registrant's Telephone Number, Including Area Code)











     Indicate by check mark  whether the  registrant:  (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports),  and (2) has been subject to
     such filing requirements for the past 90 days. Yes X No____


     As of November 9, 2000,  there were  outstanding  78.1158 shares of Class A
     Common Stock and 76.8690 shares of Class B Common Stock.

<PAGE>

                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.       Financial Statements

   Consolidated Condensed Balance Sheets,
     January 1, 2000 and September 30, 2000 (Unaudited)......................1

   Consolidated Condensed Income Statements
     Thirty-Nine Weeks and Thirteen Weeks Ended
     October 2, 1999 and September 30, 2000 (Unaudited)......................2

   Consolidated Condensed Statement of Stockholders' Equity,
     Thirty-Nine Weeks Ended September 30, 2000 (Unaudited)..................3

   Consolidated Condensed Statements of Cash Flows,
     Thirty-Nine Weeks Ended October 2, 1999 and
     September 30, 2000  (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 5.       Other Information..............................................11

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

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


<PAGE>


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

                                                     January 1, September 30,
                                                        2000        2000
                                                                 (Unaudited)
                     ASSETS
Current Assets:
   Cash............................................      $988        $1,354
   Accounts and notes receivable-net...............    88,845        92,309
   Inventories.....................................    61,546        66,837
   Deferred taxes..................................     7,655         2,882
   Prepaid expenses................................     2,633         4,224
                                                        -----         -----
        Total current assets.......................   161,667       167,606
                                                      -------       -------

Property, Plant & Equipment
   Cost............................................    21,595        23,566
   Accumulated depreciation........................   (11,357)      (12,812)
                                                       ------        ------
   Net.............................................    10,238        10,754
                                                       ------        ------

Long-term notes receivable.........................    11,386        16,909
Other assets.......................................    11,719        15,579
Deferred financing costs...........................     4,652         4,038
Excess of costs over net assets acquired...........    73,744        71,925
                                                       ------        ------
         Total assets..............................  $273,406      $286,811
                                                     ========      ========

     LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Notes payable-revolver..........................    $6,782        $1,138
   Accounts payable ...............................    72,410        81,504
   Accrued expenses ...............................    25,911        33,776
   Notes and leases payable within one year........       167            90
                                                          ---            --
     Total current liabilities.....................   105,270       116,508
                                                      -------       -------

Long-term debt ....................................   155,000       155,000
Capital lease liability............................     2,120         2,072
Other long-term liabilities........................     5,048         3,210
Minority interest..................................        --           312
Stockholders' Equity:
   Common stock....................................        --            --
   Additional paid-in-capital......................     8,002         8,002
   Retained earnings (accumulated deficit).........    (2,034)        1,707
                                                        -----         -----
     Total stockholders' equity....................     5,968         9,709
                                                        -----         -----
         Total liabilities & stockholders' equity..  $273,406      $286,811
                                                     ========      ========


            See Notes to Consolidated Condensed Financial Statements



                                      -1-
<PAGE>


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


                                  Thirteen weeks ended Thirty-Nine weeks ended
                                  --------------------- ----------------------
                                    Oct. 2,  Sept. 30,   Oct. 2,    Sept. 30,
                                     1999       2000       1999       2000
Revenue:
  Net sales....................... $337,306   $362,674  $1,038,359  $1,093,177
  Other revenue...................    1,838      1,641       5,918       5,244
                                      -----      -----       -----       -----
        Total revenue.............  339,144    364,315   1,044,277   1,098,421
Cost of products sold.............  305,232    329,165     942,237     992,213
                                    -------    -------     -------     -------
Gross profit-exclusive of
 warehouse expense shown below....   33,912     35,150     102,040     106,208

  Warehouse expense...............   12,457     13,026      38,997      39,039
  Transportation expense..........    6,580      7,229      19,956      21,109
  Selling, general and
  administrative expense..........    6,540      7,608      19,654      22,439
  Amortization-excess of cost
  over net assets acquired........      606        606       1,819       1,819
                                      -----      -----       -----       -----
Operating income..................    7,729      6,681      21,614      21,802

  Interest expense................    4,120      3,989      12,656      12,068
  Amortization-deferred financing
   costs..........................      180        210         540         614
  Minority interest...............       --          7         --           18
  Other (income)-net..............     (671)      (953)     (1,980)     (2,391)
                                        ---        ---       -----       -----
Income before income taxes........    4,100      3,428      10,398      11,493
Income tax expense ...............    1,858      1,589       4,814       5,252
                                      -----      -----      -----        -----

Net income .......................   $2,242     $1,839     $5,584       $6,241
                                     ======     ======     ======       ======

         See Notes to Consolidated Condensed Financial Statements


                                      -2-
<PAGE>


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

                                           Additional  (Accumulated
                   Class A       Class B     Paid-In  Deficit)/Retained
                 Common Stock  Common Stock  Capital      Earnings     Total
                 ------------  ------------  -------      --------     -----
                 Shares Amount Shares Amount
Balance at
 January 1,
 2000           78.1158  $ --  76.8690  $ --  $ 8,002     ($2,034)    $5,968

Net income           --    --       --    --       --       6,241      6,241

Dividend             --    --       --    --       --      (2,500)    (2,500)
                -------  ----  -------  ----  -------       -----      -----

Balance at
 Sept. 30,
 2000           78.1158  $ --  76.8690  $ --  $ 8,002      $1,707     $9,709
                =======  ====  =======  ====  =======      ======     ======






            See Notes to Consolidated Condensed Financial Statements



                                      -3-
<PAGE>


                     DI GIORGIO CORPORATION and SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
                                                   Thirty-nine weeks ended
                                                   -----------------------
                                                      Oct. 2,    Sept. 30,
                                                       1999        2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................      $5,584      $6,241
Adjustments to reconcile net income to net
   cash provided by operating activities
   Depreciation and amortization.................       1,107       1,599
   Amortization..................................       3,966       3,870
   Provision for doubtful accounts...............         900         750
   Non cash pension income.......................        (200)       (300)
   Deferred taxes................................       4,814       4,773
Changes in assets and liabilities:
   (Increase) decrease in:
   Accounts & notes receivable...................      (8,149)     (4,214)
   Inventory.....................................         700      (5,291)
   Prepaid expenses..............................        (564)     (1,591)
   Long-term receivables.........................      (1,610)     (5,523)
   Others assets.................................         (20)     (4,997)
   Increase in:
   Accounts payable..............................       7,387       9,094
   Accrued expenses and other liabilities........       7,537       6,027
                                                        -----       -----
Net cash provided by operating activities........      21,452      10,438
                                                       ------      ------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment........      (1,586)     (2,115)
                                                        -----       -----
Net cash used in investing activities............      (1,586)     (2,115)
                                                        -----       -----

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under revolving line-of-credit....     (10,629)     (5,644)
Financing fees paid..............................        (450)          0
Capital lease payments...........................        (157)       (125)
Dividends paid...................................           0      (2,500)
Net effect of minority interest..................           0         312
                                                            -         ---
Net cash used in financing activities............     (11,236)     (7,957)
                                                       ------       -----

Increase in cash.................................       8,630         366
Cash at beginning of period......................         459         988
                                                          ---         ---

Cash at end of period............................      $9,089      $1,354
                                                       ======      ======

Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
     Interest....................................      $8,828      $8,205
                                                       ======      ======
     Income Taxes................................        $157        $648
                                                         ====        ====


            See Notes to Consolidated Condensed Financial Statements


                                      -4-
<PAGE>


                     DI GIORGIO CORPORATION AND SUBSIDIARIES

                                    NOTES TO

            CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (UNAUDITED)



1. BASIS OF PRESENTATION


The  consolidated  condensed  balance  sheet  as  of  September  30,  2000,  the
consolidated  condensed statements of operations for the thirty-nine weeks ended
October 2, 1999 and September 30, 2000, the consolidated condensed statements of
cash flows for the  thirty-nine  weeks ended  October 2, 1999 and  September 30,
2000, and the consolidated  condensed statement of stockholders'  equity for the
thirty-nine  weeks ended September 30, 2000, 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  January 1, 2000 and Form 10-Qs for the  quarters
ended April 1, 2000 and July 1, 2000 as filed with the  Securities  and Exchange
Commission.  The information  furnished herein  reflects,  in the opinion of the
management  of the Company,  all  adjustments,  consisting  of normal  recurring
accruals, which are necessary to present a fair statement of the results for the
interim periods presented.

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




                                      -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 September 30, 2000 and October 2, 1999

Net sales for the thirteen  weeks ended  September  30, 2000 rose 7.5% to $362.7
million as compared to $337.3  million for the thirteen  weeks ended  October 2,
1999  primarily  as a result of  increased  sales to existing  customers.  Other
revenue,  consisting of recurring  customer related services,  decreased to $1.6
million  for the  thirteen  weeks ended  September  30, 2000 as compared to $1.8
million in the prior period.

Gross margin  (excluding  warehouse  expense)  decreased as a percentage  of net
sales to 9.7% or $35.2 million for the thirteen  weeks ended  September 30, 2000
as compared to 10.1% of net sales or $33.9  million for the prior  period,  as a
result of a change in mix of products  sold.  The Company has, and will continue
to,  take steps to  maintain  and improve  its  margins.  Despite the  Company's
efforts,  the  mix of  product  sought  by  customers  and  competitive  pricing
pressures may continue to have an adverse effect on gross margin.

Warehouse expense decreased as a percentage of net sales to 3.6% of net sales or
$13.0  million for the thirteen  weeks ended  September  30, 2000 as compared to
3.7% of net sales or $12.5  million in the prior period due to the  inclusion of
expenses  related  to the  now  closed  Kearny  warehouse  in the  that  period.
Excluding all expenses  relating to this facility,  warehouse expense would have
been 3.6% of net sales in both periods.

Transportation  expense  remained  at 2.0% of net sales or $7.2  million for the
thirteen weeks ended September 30, 2000 as compared to 2.0% of net sales or $6.6
million in the prior period.

                                      -6-
<PAGE>

Selling,  general and  administrative  expense increased to 2.1% of net sales or
$7.6 million for the thirteen weeks ended September 30, 2000 as compared to 1.9%
of net  sales or $6.5  million  for the  prior  period  due  primarily  to costs
associated with (i)  EasyGrocer.com,  (ii) increased  professional  fees,  (iii)
employee  benefits,  and (iv) the  relocation  of and related  ongoing  expenses
associated with the Company's data processing center.

Interest  expense  decreased  to $4.0  million  for  the  thirteen  weeks  ended
September  30, 2000 from $4.1 million for the prior period due to lower  average
outstanding levels of the Company's debt.

The Company  recorded an income tax provision of $1.6  million,  resulting in an
effective income tax rate of 46% for the thirteen weeks ended September 30, 2000
as compared to a provision of $1.9 million resulting in an effective rate of 45%
in the prior period. The Company's  estimated  effective tax rate is higher than
the statutory tax rate primarily because of the  nondeductibility  of certain of
the  Company's  amortization  of the  excess of cost over net  assets  acquired;
however,  due to net operating loss carryforwards for tax purposes,  the Company
does not expect to pay federal  income tax for the current year until the fourth
quarter of 2000.

The Company  recorded net income for the thirteen weeks ended September 30, 2000
of $1.8 million as compared to a net income of $2.2 million in the prior period.


Thirty-nine weeks ended September 30, 2000 and October 2, 1999

Net  sales for the  thirty-nine  weeks  ended  September  30,  2000 rose 5.3% to
$1,093.2 million as compared to $1,038.4 million for the thirty-nine weeks ended
October 2, 1999 primarily as a result of increased sales to existing  customers.
Other revenue,  consisting of recurring customer related services,  decreased to
$5.2 million for the  thirty-nine  ended  September 30, 2000 as compared to $5.9
million  in the prior  period.  This  decrease  was a result of $1.0  million of
storage  income in the prior  period at the Garden  City and  Kearny  facilities
which ceased operations in the second and third quarters of 1999.

Gross margin  (excluding  warehouse  expense)  decreased to 9.7% of net sales or
$106.2 million for the thirty-nine weeks ended September 30, 2000 as compared to
9.8% of net sales or $102.0  million in the prior  period.  The Company has, and
will  continue to, take steps to maintain  and improve its margins.  Despite the
Company's  efforts,  the mix of  product  sought by  customers  and  competitive
pricing pressures may continue to have an adverse effect on gross margin.

Warehouse expense decreased as a percentage of net sales to 3.6% of net sales or
$39.0 million for the thirty-nine  weeks ended September 30, 2000 as compared to
3.8% of net sales or $39.0 million due to the  inclusion of expenses  related to
the now closed Garden City and Kearny warehouses in the prior period.  Excluding
all expenses  relating to these  facilities in both periods,  warehouse  expense
would have been 3.5% of net sales for both periods.

Transportation  expense  remained at 1.9% of net sales or $21.1  million for the
thirty-nine  weeks ended  September 30, 2000 as compared to 1.9% of net sales or
$20.0 million in the prior period.

Selling,  general and  administrative  expense increased to 2.1% of net sales or
$22.4 million for the thirty-nine  weeks ended September 30, 2000 as compared to
1.9% of net sales or $19.7  million for the prior period due  primarily to costs


                                      -7-
<PAGE>

associated  with (i)  EasyGrocer.com,  (ii)  increased  professional  fees (iii)
employee  benefits,  and (iv) the  relocation  of and related  ongoing  expenses
associated with the Company's data processing center.

Interest  expense  decreased to $12.1  million for the  thirty-nine  weeks ended
September  30, 2000 from $12.7 million for the prior period due to lower average
outstanding levels of the Company's debt.

The Company  recorded an income tax provision of $5.3  million,  resulting in an
effective  income tax rate of 46% for the thirty-nine  weeks ended September 30,
2000 as compared to a provision of $4.8 million  resulting in an effective  rate
of 46% 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,  due to net operating loss carryforwards for tax purposes,  the Company
does not expect to pay federal  income tax for the current year until the fourth
quarter of 2000.

The Company  recorded net income for the  thirty-nine  weeks ended September 30,
2000 of $6.2  million as compared  to a net income of $5.6  million in the prior
period, an increase of approximately 12%.


Liquidity and Capital Resources

Cash flows from operations and amounts available under the Company's $90 million
bank credit  facility are the  Company's  principal  sources of  liquidity.  The
Company  believes  that these  sources will be adequate to meet its  anticipated
working capital needs,  capital  expenditures,  dividend payments,  if any, debt
service, and other cash requirements during the next twelve months.

The Company's  bank credit  facility is scheduled to mature on June 30, 2004 and
bears interest at a rate per annum equal to (at the Company's  option):  (i) the
Euro dollar offering rate plus 1.625% or (ii) the bank's prime rate.  Borrowings
under the Company's  revolving bank credit facility were $1.1 million (excluding
$5.2  million of  outstanding  letters of credit) at  September  30,  2000.  The
Company had  additional  borrowing  capacity of $79.6 million  available at that
time under the Company's then current borrowing base availability certificate.

During the  thirty-nine  weeks ended  September 30, 2000, cash flows provided by
operating  activities  were  $10.4  million,  consisting  primarily  of (a) cash
generated from income before  non-cash  expenses and (b) an increase in accounts
payable,  accrued expenses and other liabilities of $15.1 million,  offset by an
increase in (i) accounts and notes receivable of $9.7 million, (ii) inventory of
$5.3 million and (iii) prepaid expenses and other assets of $6.6 million.

Cash flows used in  investing  activities  during the  thirty-nine  weeks  ended
September 30, 2000 were approximately $2.1 million,  which were used exclusively
for capital expenditures. Net cash used in financing activities of approximately
$ 8.0 million  consisted  primarily of repayments under the bank credit facility
of $5.6 million and a dividend payment of $2.5 million.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and amortization, was $29.0 million during the thirty-nine weeks ended September
30, 2000 as compared to $28.1 million in the same period of the prior year.  The


                                      -8-
<PAGE>

Company has presented EBITDA  supplementally  because  management  believes this
information is useful given the  significance of the Company's  depreciation and
amortization and because of its highly leveraged financial  position.  This data
should not be  considered as an  alternative  to any measure of  performance  or
liquidity as promulgated under generally accepted accounting principles (such as
net income/loss or cash provided  by/used in operating,  investing and financing
activities),  nor  should it be  considered  as an  indicator  of the  Company's
overall financial  performance.  Also, the EBITDA definition used herein may not
be comparable to similarly titled measures reported by other companies.

The  consolidated  indebtedness  of the Company  decreased to $158.3  million at
September  30,  2000 as  compared  to $164.1  million at January 1, 2000.  As of
October 2, 1999 consolidated indebtedness was $167.3 million.

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.  As of  September  30,  2000,  the  Company was in  compliance  with its
covenants.

On  October  25,  2000 the  Company  announced  plans for a  100,000-square-foot
expansion of the White Rose Frozen Food distribution  facility in Carteret,  New
Jersey.  The expansion plans were precipitated by the need to expand capacity to
accommodate product requirements of customers without compromising  service. The
expansion will bring the total square  footage of the facility to  approximately
279,000 square feet,  with completion  expected by late 2001.  Although the cost
has not been  finalized,  the  additional  expense should not be material to the
Company's   liquidity,   in  part  because  of  expected   increased   warehouse
efficiencies and productivity.

On  November  6,  2000,  the  Company  agreed to a five year  contract  with its
refrigerated  warehouse  employees.  Although the Company  incurred a brief work
stoppage , it does not expect the  temporary  loss of business to be material to
its liquidity.  The Company is currently  negotiating a long-term  contract with
its refrigerated drivers.

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

As a way of enhancing  shareholder  value and providing the Company's  employees
with the  benefit  of  ownership  in the  Company,  the Board of  Directors  has
authorized  management to evaluate a leveraged  Employee  Stock  Ownership  Plan
("ESOP").



                                      -9-
<PAGE>


EasyGrocer.com

The  Company  has   developed  a   proprietary   electronic   commerce   system,
EasyGrocer.com,  with the specific needs of its supermarket  customers and their
retail  consumers  in mind.  It allows  consumers to do their  grocery  shopping
online 24 hours a day from the convenience of their home or office.  Unlike many
other services,  EasyGrocer.com is a network of local grocery merchants familiar
with  the  specific  needs,  including  ethnic  products,  of  their  respective
communities.  Consumers are able to shop the full  inventory of specific  stores
they have  frequented in the past. All products  offered by the  supermarket are
available, including groceries, meat, produce, dairy, frozen food and health and
beauty aids.

Once on-line,  the consumer is presented with a list of participating stores and
the entire  selection of products  offered by the store  selected.  Just as in a
supermarket,  weekly specials can be offered to internet customers. Employees of
the store will select the order and will either  deliver to or have it available
for pickup by the consumer.  The website  gives the consumer the same  selection
and flexibility as in the supermarket, but with added convenience.

At the present time,  EasyGrocer.com's  service area is concentrated in New York
City, Long Island,  and  Westchester  County in New York and parts of New Jersey
and  Pennsylvania.  The Company is  continuing  to broaden  this  trading  area.
Through  September 2000, the number of shopping  members has increased in excess
of 700% from the beginning of the year,  including  orders filled form non-White
Rose  customers.  The  average  order size was  $107.30  in  September  2000,  a
significant increase over the participating stores' average in-store order size,
and up from $79.87 in June 2000. The Company expects to spend less than $500,000
during the remainder of 2000 in support of EasyGrocer.com's marketing strategies
and is evaluating its 2001 strategy.



                                      -10-
<PAGE>



 II-OTHER INFORMATION

Item 5. Other Information

On October 19, 2000 Arthur M.  Goldberg,  the  Company's  Chairman of the Board,
President and Chief Executive Officer, passed away. At a meeting held on October
23,  2000,  the  Company's  Board of  Directors  appointed  Richard  B.  Neff as
Co-Chairman of the Board,  and Chief Executive  Officer and Stephen R. Bokser as
Co-Chairman of the Board,  President and Chief Operating  Officer.  In addition,
Earle I. Mack was elected to the Board of Directors.

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/  Richard B. Neff
                                     ------------------------------------------
                                     Richard B. Neff
                                     Co-Chairman of the Board of Directors,
                                     Chief Executive Officer
                                     (Principal Financial and
                                     Accounting Officer)


                               By:   /s/  Stephen R. Bokser
                                     ------------------------------------------
                                     Stephen R. Bokser
                                     Co-Chairman of the Board of Directors,
                                     President and Chief Operating Officer








Date:  November 9, 2000

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