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 June 29, 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 August 5, 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 June 29, 2002 (Unaudited)........................  1

   Consolidated Condensed Income Statements,
     Twenty-Six Weeks Ended June 30, 2001
     and June 29, 2002 (Unaudited)..........................................  2

   Consolidated Condensed Statement of Stockholders' Equity,
     Twenty-Six Weeks Ended June 29, 2002 (Unaudited).......................  3

   Consolidated Condensed Statements of Cash Flows,
     Twenty-Six Weeks Ended June 30, 2001 and
     June 29, 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 .............................................  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 29,     June 29,
                                                          2001           2002
                                                                     (Unaudited)

                            ASSETS
Current Assets:
Cash                                                    $   1,807     $   3,801
Accounts and notes receivable-net                         103,704       106,815
Inventories                                                66,469        64,304
Deferred taxes                                              2,888         2,864
Prepaid expenses                                            3,802         7,838
                                                        ---------     ---------
Total current assets                                      178,670       185,622
                                                        ---------     ---------

Property, Plant & Equipment
Cost                                                       25,504        27,963
Accumulated depreciation                                  (15,548)      (16,700)
                                                        ---------     ---------
Net                                                         9,956        11,263
                                                        ---------     ---------

Long-term notes receivable                                  7,464         7,300
Other assets                                               22,681        22,037
Deferred financing costs                                    3,272         2,946
Excess of costs over net assets acquired                   68,893        68,893
                                                        ---------     ---------
Total assets                                            $ 290,936     $ 298,061
                                                        =========     =========

              LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                           75,928        81,035
Accrued expenses                                           29,073        29,893
Notes and leases payable within one year                       57            59
                                                        ---------     ---------
Total current liabilities                                 105,058       110,987
                                                        ---------     ---------

Long-term debt                                            155,000       155,000
Capital lease liability                                     2,001         1,972
Other long-term liabilities                                 7,875         8,041
Stockholders' Equity:
Common stock                                                 --            --
Additional paid-in-capital                                  8,002         8,002
Retained earnings                                          13,000        14,059
                                                        ---------     ---------
Total stockholders' equity                                 21,002        22,061
                                                        ---------     ---------
Total liabilities & stockholders' equity                $ 290,936     $ 298,061
                                                        =========     =========


            See Notes to Consolidated Condensed Financial Statements


                                      -1-
<PAGE>


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

<TABLE>
<CAPTION>
                                           Thirteen weeks ended     Twenty-six weeks ended
                                           --------------------     ----------------------
                                          June 30,      June 29,    June 30,      June 29,
                                            2001          2002        2001          2002
<S>                                       <C>          <C>          <C>          <C>
Revenue:
Net sales                                 $ 375,540    $ 387,956    $ 755,869    $ 775,332
Other revenue                                 1,919        1,962        3,924        3,984
                                          ---------    ---------    ---------    ---------
Total revenue                               377,459      389,918      759,793      779,316

Cost of products sold                       338,889      350,024      684,693      700,887
                                          ---------    ---------    ---------    ---------

Gross profit-exclusive of warehouse          38,570       39,894       75,100       78,429
expense shown below

Warehouse expense                            13,039       14,540       26,799       28,892
Transportation expense                        7,563        7,400       14,678       14,361
Selling, general and administrative           7,621        8,039       15,188       15,841
expense
Amortization - excess of cost over net          607            0        1,213            0
assets acquired                           ---------    ---------    ---------    ---------


Operating income                              9,740        9,915       17,222       19,335

Interest expense                              4,101        3,919        8,348        7,867
Amortization - deferred financing costs         162          162          325          325
Other (income) - net                         (1,304)        (774)      (2,062)      (1,241)
                                          ---------    ---------    ---------    ---------

Income before income taxes                    6,781        6,608       10,611       12,384
Income tax expense                            2,931        2,841        4,681        5,325
                                          ---------    ---------    ---------    ---------

Net income                                $   3,850    $   3,767    $   5,930    $   7,059
                                          =========    =========    =========    =========
</TABLE>



            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            --     --        --     --       --     7,059     7,059

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

Balance at
June 29,
2002             78.1158   $ --   76.8690   $ --   $8,002   $14,059   $22,061
                 =======   ====   =======   ====   ======   =======   =======



            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 30,      June 29,
                                                          2001         2002

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                              $ 5,930      $ 7,059
Adjustments to reconcile net income to net cash
 provided by (used in) operating activities
Depreciation and amortization of fixed assets             1,147        1,153
Other amortization                                        2,602        1,352
Provision for doubtful accounts                             300          250
Non cash pension income                                    (348)         (79)
Deferred taxes                                            3,973          168
Changes in assets and liabilities:
(Increase) decrease in:
Accounts & notes receivable                              (4,786)      (4,777)
Inventory                                                   936        2,165
Prepaid expenses                                         (4,231)      (4,036)
Long-term receivables                                    (5,258)        (298)
Other assets                                                (86)        (210)
Increase (decrease) in:
Accounts payable                                         (2,694)       5,107
Accrued expenses and other liabilities                    1,482          748
                                                        -------      -------
Net cash provided by (used in) operating activities      (1,033)       8,602
                                                        -------      -------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant & equipment                 (1,102)      (2,459)
                                                        -------      -------
Net cash used in investing activities                    (1,102)      (2,459)
                                                        -------      -------

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit            (7,780)           0
Dividends paid                                                0       (6,000)
Proceeds from note participation sale                     8,510        1,878
Capital lease payments                                      (36)         (27)
                                                        -------      -------
Net cash provided by (used in) financing activities         694       (4,149)
                                                        -------      -------

Increase (decrease) in cash                              (1,441)       1,994

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

Cash at end of period                                   $   303      $ 3,801
                                                        =======      =======

Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest                                                $ 8,307      $ 7,829
                                                        =======      =======
Income taxes                                            $ 2,100      $ 5,392
                                                        =======      =======

            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 29, 2002, the consolidated
condensed  income  statements for the twenty-six  weeks and thirteen weeks ended
June 30,  2001 and  June 29,  2002,  the  consolidated  condensed  statement  of
stockholders'  equity for the  twenty-six  weeks  ended June 29,  2002,  and the
consolidated  condensed  statements of cash flows for the twenty-six weeks ended
June 30, 2001 and June 29, 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 29, 2001,  as well as Form 10-Q for the
quarter  ended  March  30,  2002 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:

                                                   Twenty-six weeks Ended
                                                   ----------------------
                                               June 29, 2002   June 30, 2001
                                                       (in thousands)

Reported net income                               $7,059           $5,930
Goodwill amortization, net of tax                      0            1,165
                                                  ------           ------
Adjusted net income                               $7,059           $7,095
                                                  ======           ======

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 April 2002, the Financial  Accounting  Standards  Board ("FASB")  issued SFAS
No.145,  Rescission  of FASB  Statements  No. 4, 44, and 64,  Amendment  of FASB
Statement  No.  13 and  Technical  Corrections.  In  addition  to  amending  and
rescinding other existing authoritative pronouncements to make various technical
corrections,  clarify meanings,  or describe their  applicability  under changed
conditions,  SFAS No. 145 precludes  companies from  recording  gains and losses
from the  extinguishment  of debt as an  extraordinary  item.  SFAS  No.  145 is
effective for the first quarter in the fiscal year ending  January 3, 2004.  The
Company  does not expect the adoption of this  pronouncement  to have a material
effect on the consolidated results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities.  The standard requires companies to recognize costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a  commitment  to an exit or  disposal  plan.  Examples  of costs
covered by the standard  include lease  termination  costs and certain  employee
severance  costs  that  are  associated  with  a   restructuring,   discontinued
operation, plant closing, or other exit or disposal activity. SFAS No. 146 is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. The Company does not expect the adoption of this pronouncement to have
a  material  effect on the  consolidated  results  of  operations  or  financial
position.



                                      -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; business abilities and
judgment  of  personnel;  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 June 29, 2002 and June 30, 2001

Net sales for the thirteen weeks ended June 29, 2002 rose 3.3% to $388.0 million
as  compared  to $375.5  million for the  thirteen  weeks  ended June 30,  2001,
primarily due to higher sales to existing customers.  Other revenue,  consisting
of recurring  customer related services,  increased slightly to $2.0 million for
the thirteen  weeks ended June 29, 2002 as compared to $1.9 million in the prior
period.

Gross  margin  remained at 10.3% of net sales or $39.9  million for the thirteen
weeks ended June 29,  2002,  as compared to 10.3% of net sales or $38.6  million
for the prior  period.  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.  It is uncertain  whether the gross margin  improvement
experienced in the current quarter as compared to the 9.9% of net sales realized
in the first quarter of 2002 will continue.



                                      -7-
<PAGE>


Warehouse expense increased as a percentage of net sales to 3.7% of net sales or
$14.5 million for the thirteen weeks ended June 29, 2002, as compared to 3.5% of
net sales or $13.0 million in the prior period,  primarily as a result of higher
health and welfare costs.

Transportation  expense  decreased  to 1.9% of net sales or $7.4 million for the
thirteen  weeks  ended June 29,  2002 as  compared  to 2.0% of net sales or $7.6
million in the prior period, primarily as a result of increased insurance claims
in the prior period.

Selling,  general and  administrative  expense increased to 2.1% of net sales or
$8.0 million for the  thirteen  weeks ended June 29, 2002 as compared to 2.0% of
net sales or $7.6 million in the prior period primarily as a result primarily as
a result of higher nonunion employee health and welfare costs.

Other income  decreased to $774,000 in the thirteen weeks ended June 29, 2002 as
compared  to $1.3  million  for the prior  period  primarily  due to a  $520,000
settlement  of a  business  interruption  insurance  claim in the  prior  period
resulting from an incident in January 2001.

Interest expense decreased to $3.9 million for the thirteen weeks ended June 29,
2002 from $4.1 million for the prior period as a result of less  borrowed  money
outstanding during 2002.

The Company  recorded an income tax provision of $2.8  million,  resulting in an
effective  income tax rate of 43% for the thirteen  weeks ended June 29, 2002 as
compared to a provision  of $2.9  million  and an  effective  rate of 43% in the
prior period.

The Company  recorded net income for the  thirteen  weeks ended June 29, 2002 of
$3.8 million as compared to a net income of $3.9 million in the prior period.


Twenty-six weeks ended June 29, 2002 and June 30, 2001

Net sales  for the  twenty-six  weeks  ended  June 29,  2002 rose 2.6% to $775.3
million as compared to $755.9  million for the  twenty-six  weeks ended June 30,
2001  primarily  due to  higher  sales to  existing  customers.  Other  revenue,
consisting of recurring  customer related services,  increased  slightly to $4.0
million for the twenty-six weeks ended June 29, 2002 as compared to $3.9 million
in the prior period.

Gross margin increased to 10.1% of net sales or $78.4 million for the twenty-six
weeks ended June 29, 2002, as compared to 9.9% of net sales or $75.1 million for
the prior  period,  reflecting  a change in mix of both  customers  and products
sold, as well as an increase in special pricing  opportunities  that the Company
was able to take advantage of. 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.  It is uncertain  that the  improvement  in gross margin
realized in this year will continue.



                                      -8-
<PAGE>


Warehouse expense increased as a percentage of net sales to 3.7% of net sales or
$28.9 million for the twenty-six  weeks ended June 29, 2002, as compared to 3.5%
of net sales or $26.8  million  in the  prior  period  primarily  as a result of
higher health and welfare costs.

Transportation  expense remained  constant at 1.9% of net sales or $14.4 million
for the twenty-six weeks ended June 29, 2002 as compared to 1.9% of net sales or
$14.7 million in the prior period.

Selling,  general and  administrative  expense remained  constant at 2.0% of net
sales or $15.8 million for the twenty-six  weeks ended June 29, 2002 as compared
to 2.0% of net sales or $15.2 million for the prior period.

Other income  decreased to $1.2 million in the  twenty-six  weeks ended June 29,
2002 as  compared  to $2.1  million  for the prior  period,  primarily  due to a
$520,000  settlement  of a business  interruption  insurance  claim in the prior
period resulting from an incident in January 2001.

Interest  expense  decreased to $7.9 million for the twenty-six weeks ended June
29,  2002 from $8.3  million for the prior  period as a result of less  borrowed
money outstanding during 2002.

The Company  recorded an income tax provision of $5.3  million,  resulting in an
effective income tax rate of 43% for the twenty-six weeks ended June 29, 2002 as
compared to a provision  of $4.7  million  and an  effective  rate of 44% in the
prior period.

The Company  recorded net income for the twenty-six weeks ended June 29, 2002 of
$7.1 million as compared to a net income of $5.9 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 $4.7 million of outstanding  letters of credit) at June 29, 2002. The
Company had  additional  borrowing  capacity of $85.3 million  available at that
time under the Company's then current  borrowing base  availability  certificate
exclusive of $3.0 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  twenty-six  weeks  ended June 29,  2002,  cash  flows  provided  by
operating  activities were approximately $8.6 million,  consisting  primarily of
(i) cash generated from income before non-cash expenses of $9.9 million, (ii) an


                                      -9-
<PAGE>

increase in accounts payable,  accrued  expenses,  and other liabilities of $5.9
million,  and (iii) a reduction of  inventory  of $2.2 million  offset by (i) an
increase in accounts and notes receivable  (including the long-term  portion) of
$5.1 million, and (ii) an increase in prepaid expenses of $4.0 million.

Cash flows used in investing  activities  during the twenty-six weeks ended June
29,  2002 were  approximately  $2.5  million,  which were used  exclusively  for
capital  expenditures.  Net cash used in financing  activities of  approximately
$4.1 million consisted of $1.9 million from the proceeds of note sales discussed
below, offset by dividends paid in the amount of $6.0 million.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and  amortization,  was $22.8 million during the twenty-six weeks ended June 29,
2002 as  compared to $22.7  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 they 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 June 29, 2002 as compared to $157.1  million at December 29, 2001 and
stockholders'  equity increased to $22.1 million at June 29, 2002 as compared to
$21.0 million at December 29, 2001.

In fiscal June 2002, the Company sold  non-recourse,  senior  participations  in
selected  customer  notes to a bank at par.  Proceeds  from the sales  were $1.9
million.  Proceeds  were  either  invested  overnight  or used to repay the bank
credit facility. The primary reason for these sales was to enhance the Company's
ability to lend money to customers  within the confines of its loan  agreements.
The Company may sell additional participations from time to time.

Under the terms of the Company's bank credit  facility,  the Company is required
to meet certain financial tests,  including minimum interest coverage ratios. As
of June 29, 2002, the Company was in compliance with its covenants.

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

Kings Super  Markets,  Inc.  ("Kings"),  a customer of the Company,  is supplied
pursuant to a September  1977  Agreement,  as amended.  On July 23, 2002 Marks &
Spencer PLC, parent of Kings, announced that it had entered into an agreement to
sell Kings to  D'Agostino  Supermarkets  which is currently  supplied by another
wholesaler. A closing date for that transaction has not been announced, however,
under the terms of its Agreement with Kings, the Company has certain rights with
respect to  continuance  of supply.  The Company's net sales to Kings were $40.2
million for the  twenty-six  weeks ended June 29, 2002 and $42.3 million for the
twenty-six  weeks ended June 30, 2001,  and were $82.9 million for the fifty-two
weeks ended December 29, 2001.



                                      -10-
<PAGE>


 II-OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


          (a)  99.1 - Statement  Under Oath of Principal  Executive  Officer and
               Principal  Financial  Officer  Regarding Facts and  Circumstances
               Relating to Exchange Act Filings. Filed herewith.

               99.2 - Statement  Under Oath of Principal  Executive  Officer and
               Principal  Financial  Officer  Regarding Facts and  Circumstances
               Relating to Exchange Act Filings. Filed herewith.

               99.3  -  Certification  of  Chief  Executive  Officer  and  Chief
               Financial  Officer of Di Giorgio  Corporation  Pursuant  to 18 U.
               S.C. Section 1350


          (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 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:    August 7, 2002



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