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 March 30, 2002

[ ] 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 April 26,  2002,  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 1.  FINANCIAL INFORMATION

Item 1. Financial Statements

   Consolidated Condensed Balance Sheets,
     December 29, 2001 and March 30, 2002 (Unaudited).......................  1

   Consolidated Condensed Income Statements,
     Thirteen Weeks Ended March 31, 2001
     and March 30, 2002 (Unaudited).........................................  2

   Consolidated Condensed Statement of Stockholders' Equity,
     Thirteen Weeks Ended March 30, 2002 (Unaudited)........................  3

   Consolidated Condensed Statements of Cash Flows,
     Thirteen Weeks Ended March 31, 2001 and
     March 30, 2002  (Unaudited)............................................  4

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

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


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K ................................... 10

Signatures
     ........................................................................11


<PAGE>


                     Di Giorgio Corporation and Subsidiaries
                      Consolidated Condensed Balance Sheets
                                 (in thousands)

                                                      December 29,    March 30,
                                                         2001           2002
                                                                    (Unaudited)
                  ASSETS
Current Assets:
  Cash                                                 $   1,807    $   8,080
  Accounts and notes receivable-net                      103,704      103,740
  Inventories                                             66,469       65,665
  Deferred taxes                                           2,888        2,888
  Prepaid expenses                                         3,802        2,597
                                                       ---------    ---------
  Total current assets                                   178,670      182,970
                                                       ---------    ---------

Property, Plant & Equipment
  Cost                                                    25,504       26,948
  Accumulated depreciation                               (15,548)     (16,171)
                                                       ---------    ---------
  Net                                                      9,956       10,777
                                                       ---------    ---------

Long-term notes receivable                                 7,464        7,601
Other assets                                              22,681       22,267
Deferred financing costs                                   3,272        3,109
Excess of costs over net assets acquired                  68,893       68,893
                                                       ---------    ---------
Total assets                                           $ 290,936    $ 295,617
                                                       =========    =========

        LIABILITIES & STOCKHOLDERS' EQUITY
  Current Liabilities
  Accounts payable                                        75,928       73,234
  Accrued expenses                                        29,073       33,163
  Dividends payable                                            0        6,000
  Notes and leases payable within one year                    57           58
                                                       ---------    ---------
  Total current liabilities                              105,058      112,455
                                                       ---------    ---------

  Long-term debt                                         155,000      155,000
  Capital lease liability                                  2,001        1,987
  Other long-term liabilities                              7,875        7,881
  Stockholders' Equity:
  Common stock                                              --           --
  Additional paid-in-capital                               8,002        8,002
  Retained earnings                                       13,000       10,292
                                                       ---------    ---------
  Total stockholders' equity                              21,002       18,294
                                                       ---------    ---------
  Total liabilities & stockholders' equity             $ 290,936    $ 295,617
                                                       =========    =========


            See Notes to Consolidated Condensed Financial Statements


                                      -1-
<PAGE>

                     Di Giorgio Corporation and Subsidiaries
                    Consolidated Condensed Income Statements
                                 (in thousands)
                                   (Unaudited)

                                                        Thirteen weeks ended
                                                        --------------------
                                                      March 31,     March 30,
                                                        2001          2002

Revenue:
  Net sales                                          $ 380,329      $ 387,376
  Other revenue                                          2,005          2,022
                                                     ---------      ---------
  Total revenue                                        382,334        389,398

Cost of products sold                                  345,804        350,863
                                                     ---------      ---------

Gross profit-exclusive of warehouse
  expense shown below                                   36,530         38,535

  Warehouse expense                                     13,760         14,352
  Transportation expense                                 7,115          6,961
  Selling, general and administrative                    7,567          7,802
  expense
  Amortization - excess of cost over net
  assets acquired                                          606              0
                                                     ---------      ---------
Operating income                                         7,482          9,420

  Interest expense                                       4,247          3,948
  Amortization - deferred financing costs                  163            163
  Other (income) - net                                    (758)          (467)
                                                     ---------      ---------

Income before income taxes                               3,830          5,776
Income tax expense                                       1,750          2,484
                                                     ---------      ---------

Net income                                           $   2,080      $   3,292
                                                     =========      =========


            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)


                   Class A           Class B               (Accumulated
                 Common Stock     Common Stock  Additional  Deficit)/
                ---------------  --------------  Paid-in    Retained
                Shares   Amount  Shares  Amount  Capital    Earnings      Total

Balance at
December 30,
2001            78.1158   $ --   76.8690   $ --   $8,002     $13,000     $21,002


Net income          --     --        --     --          --    3,292       3,292

Dividend                                                     (6,000)     (6,000)
                                                            -------     -------

Balance at
March 30,
2002            78.1158   $ --   76.8690   $ --   $8,002    $10,292     $18,294
                =======   ====   =======   ====   =======   ========    =======



            See Notes to Consolidated Condensed Financial Statements


                                      -3-
<PAGE>


                     Di Giorgio Corporation and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

                                                           Thirteen weeks ended
                                                           --------------------
                                                           March 31,  March 30,
                                                             2001       2002

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                 $ 2,080    $ 3,292
Adjustments to reconcile net income to net cash
 provided by (used in) operating activities
  Depreciation and amortization of fixed assets                559        624
  Other amortization                                         1,300        678
  Provision for doubtful accounts                              300        125
  Non cash pension income                                     (174)       (26)
  Deferred taxes                                               716          0
Changes in assets and liabilities:
  (Increase) decrease in:
  Accounts & notes receivable                               (6,582)      (161)
  Inventory                                                   (122)       804
  Prepaid expenses                                             402      1,205
  Long-term receivables                                     (2,402)      (137)
  Other assets                                                 (32)       (75)
Increase (decrease) in:
  Accounts payable                                          (2,500)    (2,694)
  Accrued expenses and other liabilities                     5,508      4,095
                                                           -------    -------
Net cash provided by (used in) operating activities           (947)     7,730
                                                           -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant & equipment                      (570)    (1,444)
                                                           -------    -------
Net cash used in investing activities                         (570)    (1,444)
                                                           -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit               (3,913)         0
Proceeds from note participation sale                        4,585          0
Capital lease payments                                         (23)       (13)
                                                           -------    -------
Net cash provided by (used in) financing activities            649        (13)
                                                           -------    -------

Increase (decrease) in cash                                   (868)     6,273

Cash at beginning of period                                  1,744      1,807
                                                           -------    -------

Cash at end of period                                      $   876    $ 8,080
                                                           =======    =======

Supplemental Disclosure of Cash Flow Information
  Cash paid during the period:
  Interest                                                 $   332    $    33
                                                           =======    =======
  Income taxes                                             $     8    $   949
                                                           =======    =======

            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 March 30, 2002, the consolidated
condensed  statements of operations  for the thirteen weeks ended March 31, 2001
and March 30, 2002, the consolidated  condensed statements of cash flows for the
thirteen  weeks  ended  March  31,  2001 and March 30,  2002,  and  consolidated
condensed  statement of stockholders'  equity for the thirteen weeks ended March
30, 2002,  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
30, 2001 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.


2.   NEW ACCOUNTING PRONOUNCEMENTS


Effective  December  30,  2001,  the  Company  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 142, "Goodwill and Other Intangible  Assets,"
which  addresses  the  financial  accounting  and  reporting  standards  for the
acquisition  of  intangible  assets  outside of a business  combination  and for
goodwill and other  intangible  assets  subsequent  to their  acquisition.  This
accounting  standard  requires that goodwill be separately  disclosed from other
intangible  assets in the  statement  of  financial  position,  and no longer be
amortized but tested for impairment on a periodic basis.




                                      -5-
<PAGE>


In accordance with SFAS No. 142, the Company discontinued the amortization of
goodwill effective December 30, 2001. A reconciliation of previously reported
net income to the amounts adjusted for the exclusion of goodwill amortization
net of the related income tax effect follows:

                                                       Three Months Ended
                                                 March 30, 2002   March 31, 2001
                                                         (in millions)

  Reported net income                                $3,292           $2,080
  Goodwill amortization, net of tax                       0              606
                                                     ------           ------
  Adjusted net income                                $3,292           $2,686
                                                     ======           ======

The  provisions of SFAS No. 142 also require the  completion  of a  transitional
impairment test within six months of adoption, with any impairments treated as a
cumulative effect of a change in accounting principle.  During the quarter ended
March 30, 2002, we completed the transitional impairment test and did not record
any impairments of goodwill.

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived  Assets,"  which
addresses the financial  accounting and reporting for the impairment or disposal
of long-lived assets.  This statement  supercedes SFAS No. 121,  "Accounting for
the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of" and
was effective on December 30, 2001.  The adoption of this Statement did not have
an impact on the consolidated financial statements.




                                      -6-
<PAGE>


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


Forward- Looking Statements


Forward-looking  statements  in this  Form  10-Q  include,  without  limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions and adequacy of resources and are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
These statements may be identified by their use of words like "plans", "expects"
"aims"  "believes",  "projects"  "anticipates",  "intends"  "estimates" "will" "
should"  "could" and other  expressions  that indicate future events and trends.
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; the
Company's reliance on several significant customers; potential losses from loans
to its retailers;  restrictions imposed by the documents governing the Company's
indebtedness;  current wholesale competition, as well as future competition from
presently unknown sources;  competition in the retail segment of the supermarket
business;  the Company's labor relations;  potential  environmental  liabilities
which the Company may incur;  dependence on key  personnel;  changes in business
regulation;  business  abilities and judgment of  personnel;  and changes in, or
failure to comply with  government  regulations;  potential  commercial  vehicle
restrictions; and inflation especially with respect to wages and energy costs.


Results of Operations

Thirteen weeks ended March 30, 2002 and March 31, 2001

Net sales  for the  thirteen  weeks  ended  March  30,  2002 rose 1.9% to $387.4
million as compared to $380.3  million  for the  thirteen  weeks ended March 31,
2001 as a result of a temporary  supplemental  supply  situation that took place
and ended in the first  quarter  of 2002.  Without  these  sales,  sales for the
thirteen weeks ended March 30, 2002 would have risen slightly as compared to the
prior period.  Other revenue,  relating to recurring  customer  related services
remained  flat at $2.0  million for the  thirteen  weeks ended March 30, 2002 as
compared to the prior period.

Gross margin  increased  to 9.9% of net sales or $38.5  million for the thirteen
weeks ended March 30,  2002,  as compared to 9.6% of net sales or $36.5  million
for the prior period,  reflecting a change in mix of both customers and products
sold.  The Company has, and will continue to, take steps to maintain and improve
its margins; however, factors such as the additions of high volume, lower margin
customers, changes in manufacturers' promotional activities,  changes in product
mix, or competitive pricing pressures may have an effect on gross margin.




                                      -7-
<PAGE>


Warehouse expense increased as a percentage of net sales to 3.7% of net sales or
$14.4  million for the thirteen  weeks ended March 30, 2002, as compared to 3.6%
of net sales or $13.8 million in the prior period,  primarily  because of higher
fringe benefits including medical costs.

Transportation expense decreased to at 1.8% of net sales or $7.0 million for the
thirteen  weeks  ended  March 30,  2002 as compared to 1.9% of net sales or $7.1
million  in the prior  period  due to  greater  efficiencies  offsetting  higher
expenses.

Selling,  general and  administrative  expense remained  constant at 2.0% of net
sales or $7.8 million for the thirteen weeks ended March 30, 2002 as compared to
2.0% of net sales or $7.6 million for the prior period.

Interest  expense  decreased to $3.9 million for the thirteen  weeks ended March
30, 2002 from $4.2 million for the prior period due to limited  borrowings under
the Company's bank credit facility.

The Company  recorded an income tax provision of $2.5  million,  resulting in an
effective  income tax rate of 43% for the thirteen weeks ended March 30, 2002 as
compared to a provision  of $1.8  million  and an  effective  rate of 46% in the
prior period. The effective rate is lower because,  in accordance with FASB 142,
the Company no longer amortizes its goodwill.

The Company  recorded net income for the thirteen  weeks ended March 30, 2002 of
$3.3 million as compared to net income of $2.1 million in the prior period.


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, and debt
service  requirements  during  the next  four  fiscal  quarters,  as well as any
investments the Company may make.


There were no borrowings  under the  Company's  revolving  bank credit  facility
(excluding $4.6 million of outstanding letters of credit) at March 30, 2002. The
Company had  additional  borrowing  capacity of $85.4 million  available at that
time under the Company's then current  borrowing base  availability  certificate
exclusive of $7.3 million of cash  invested with the bank.  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 lead  bank's  prime  rate.  The  Company  paid a $6
million dividend on April 1, 2002.


During the thirteen weeks ended March 30, 2002, cash flows provided by operating
activities were  approximately  $7.7 million,  consisting  primarily of (i) cash
generated from income before non-cash  expenses of $4.6 million (ii) an increase
in accrued expenses and other liabilities of $4.0 million, and (iii) a reduction
of inventory of approximately  $800,000 and (iv) a reduction of prepaid expenses
of $1.2  million  offset by (i) an  increase in  accounts  and notes  receivable
(including the long-term portion) of approximately  $298,000 and (ii) a decrease
in accounts payable of $2.7 million.



                                      -8-
<PAGE>


Cash flows used in investing  activities  during the thirteen  weeks ended March
30,  2002 were  approximately  $1.4  million,  which were used  exclusively  for
capital expenditures.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and amortization, increased 11% to $11.0 million during the thirteen weeks ended
March 30, 2002 as compared to $9.9 million in the same period of the prior year.
The 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 this data 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  slightly  to $157.0
million at March 30, 2002 as compared to $157.1 million at December 29, 2001 and
stockholders' equity decreased to $18.3 million at March 30, 2002 as compared to
$21.0  million  at  December  29,  2001 as a result of the $6  million  dividend
declared on March 28, 2002, and paid on April 1, 2002.

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.  The Company was in  compliance  with its covenants as of March 30, 2002
and after paying the dividend in April.

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

The Company is  continuing to evaluate the two  transactions  not in its primary
market as mentioned in the Form 10-K for the period ended December 29, 2001. The
timing for the completion of either of those deals, if ever, is unclear.




                                      -9-
<PAGE>




II-OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (b)  Reports on Form 8-K. None




                                      -10-
<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 and Chief
                                            Executive Officer

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

                                      By:   /s/ Lawrence S. Grossman
                                            -----------------------------------
                                            Lawrence S. Grossman
                                            Senior Vice President and
                                            Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)


Date:    April 29, 2002







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