UNITED STATES
                       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 Quarterly Period Ended July 2, 2005

[ ] 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


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2 of the Exchange Act) Yes__ No_X

As of July 25,  2005 there  were  outstanding  78.1158  shares of Class A Common
Stock and 76.8690 shares of Class B Common Stock.  The aggregate market value of
the voting and non-voting stock held by  non-affiliates  of the registrant is $0
because all voting and non-voting stock is held by affiliates of the registrant.



<PAGE>



                     DI GIORGIO CORPORATION AND SUBSIDIARIES

                                      INDEX


PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

   Consolidated Condensed Balance Sheets,
     January 1, 2005 and July 2, 2005 (Unaudited)..........................   1

   Consolidated Condensed Income Statements,
     Twenty-six and Thirteen Weeks Ended June 26, 2004
      and July 2, 2005 (Unaudited).........................................   2

   Consolidated Condensed Statement of Stockholders' Equity,
     Twenty-six Weeks Ended July 2, 2005 (Unaudited).......................   3

   Consolidated Condensed Statements of Cash Flows,
     Twenty-six Weeks Ended June 26, 2004
     and July 2, 2005 (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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.........   12

Item 4. Controls and Procedures............................................   12

PART II.OTHER INFORMATION

Item 1. Legal Proceedings..................................................   13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........   13

Item 3. Defaults Upon Senior Securities....................................   13

Item 4. Submission of Matters to a Vote of Security Holders................   13

Item 5. Other Information..................................................   13

Item 6. Exhibits...........................................................   13

Signatures ................................................................   14

<PAGE>

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

                                              January 1, 2005      July 2, 2005
                                                                   (unaudited)
                     ASSETS
Current Assets:
  Cash                                                $8,181            $8,715
  Accounts and notes receivable-net                  112,902           100,416
  Inventories                                         65,838            62,550
  Deferred income taxes                                3,590             3,829
  Prepaid expenses                                     5,904             5,216
                                                      ------            ------
     Total current assets                            196,415           180,726
                                                    --------          --------

Property, Plant and Equipment
  Cost                                                29,695            32,223
  Accumulated depreciation and amortization          (21,334)          (22,413)
                                                     -------           -------
  Net                                                  8,361             9,810
                                                      ------            ------

Long-term notes receivable                             8,826            10,715
Other assets                                          35,148            34,346
Deferred financing costs-net                           1,655             1,305
Goodwill                                              68,893            68,893
                                                     -------           -------
     Total assets                                   $319,298          $305,795
                                                   =========         =========

       LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
  Revolving credit facility                          $29,119           $12,370
  Accounts payable                                    67,806            71,945
  Accrued expenses                                    27,419            24,494
  Capital lease payable                                   69                71
                                                         ---               ---
     Total current liabilities                       124,413           108,880
                                                    --------          --------

Long-term debt                                       148,300           148,300
Capital lease liability                                1,808             1,772
Other long-term liabilities                           14,150            14,095
Stockholders' Equity:
  Common stock                                            --                --
  Additional paid-in-capital                           8,002             8,002
  Retained earnings                                   22,625            24,746
                                                     -------           -------
     Total stockholders' equity                       30,627            32,748
                                                     -------           -------
       Total liabilities & stockholders' equity     $319,298          $305,795
                                                    =========         =========


            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 26,      July 2,      June 26,    July 2,
                                                   2004          2005         2004        2005
<S>                                             <C>          <C>           <C>        <C>
Revenue:
    Net sales                                   $ 312,150    $ 312,381     $623,294   $636,871
    Other revenue                                   2,977        2,787        5,599      5,672
                                                ---------    ---------    ---------    --------
              Total revenue                       315,127      315,168      628,893    642,543

Cost of products sold                             277,504      278,745      553,789    568,012
                                                ---------    ---------    ---------    --------

Gross profit-exclusive of warehouse expense
  shown below                                      37,623       36,423       75,104       74,531

  Warehouse expense                                14,822       15,135       29,578       30,984
  Transportation expense                            6,674        7,359       13,649       14,939
  Selling, general and administrative expense       8,872        8,690       17,318       18,189
                                                ---------    ---------    ---------    ---------
Operating income                                    7,255        5,239       14,559       10,419

  Interest expense                                  3,804        3,946        7,581        7,971
  Amortization-deferred financing costs               174          174          343          349
  Other income-net                                   (666)        (721)      (1,497)      (1,662)
                                                ---------    ---------    ---------    ---------
Income before income taxes                          3,943        1,840        8,132        3,761
Income tax expense                                  1,688          806        3,480        1,640
                                                ---------    ---------    ---------    ---------
Net income                                      $   2,255    $   1,034    $   4,652    $   2,121
                                                =========    =========    =========    =========
</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)

<TABLE>
<CAPTION>
                 Class A Common Stock  Class B Common Stock   Additional
                 --------------------  --------------------   Paid-in   Retained
                    Shares     Amount    Shares   Amount      Capital   Earnings     Total
<S>                 <C>        <C>      <C>          <C>      <C>        <C>        <C>
January 1, 2005     78.1158    $--      76.8690      $--      $8,002     $22,625    $30,627

Net income               --     --           --       --         --       2,121      2,121

                     ------   ----       ------     ----      ------      ------     ------
Balance at
July 2, 2005        78.1158    $--      76.8690      $--      $8,002     $24,746    $32,748
                    =======   ====      =======     ====      ======      ======     ======
</TABLE>




            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 26,       July 2,
                                                       2004          2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                           $  4,652    $  2,121
Adjustments to reconcile net income to net cash
provided by operating activities
  Depreciation and amortization of fixed assets         1,073       1,094
  Other amortization                                      401         639
  Provision for doubtful accounts                         250         250
  Actuarially calculated pension expense                  675         511
  Gain on sale of equipment                               (18)         (6)
  Deferred income taxes                                  (492)       (233)
Changes in assets and liabilities:
  (Increase) decrease in:
  Accounts receivable                                    (605)      4,658
  Inventories                                          (1,024)      3,288
  Prepaid expenses                                       (789)        688
  Other assets                                           (185)        231
Increase (decrease) in:
  Accounts payable                                      1,183       4,139
  Accrued expenses and other liabilities                  429      (3,214)
                                                     --------    --------
Net cash provided by operating activities               5,550      14,166
                                                     --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to notes receivable                          (3,188)     (5,902)
Collections of notes receivable                         7,114       8,273
Proceeds from note participation sale                   1,981       3,318
Additions to property, plant and equipment               (359)     (2,538)
Proceeds from sale of equipment                            90        --
                                                     --------    --------
Net cash provided by investing activities               5,638       3,151
                                                     --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit          (2,633)    (16,749)
Dividends paid                                        (10,000)       --
Financing fees paid                                      (462)       --
Capital lease payments                                    (31)        (34)
                                                     --------    --------
Net cash used in financing activities                 (13,126)    (16,783)
                                                     --------    --------

Increase (decrease) in cash                            (1,938)        534

Cash at beginning of period                            10,367       8,181
                                                     --------    --------

Cash at end of period                                $  8,429    $  8,715
                                                     ========    ========

Supplemental Disclosure of Cash Flow Information
  Cash paid during the period:
    Interest                                         $  7,565    $  7,999
                                                     ========    ========
    Income taxes                                     $  1,896    $  1,125
                                                     ========    ========


            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 July 2, 2005, the consolidated
condensed  income  statements for the twenty-six  weeks and thirteen weeks ended
June  26,  2004  and July 2,  2005,  the  consolidated  condensed  statement  of
stockholders'  equity  for  the  thirteen  weeks  ended  July 2,  2005,  and the
consolidated  condensed  statements of cash flows for the twenty-six weeks ended
June 26, 2004 and July 2, 2005,  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 in the United States
("GAAP")  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,
2005 (from which the consolidated  condensed balance sheet as of January 1, 2005
has been  derived)  and Form 10-Q for the  quarter  ended April 2, 2005 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 results are not necessarily indicative of the results to be expected
for the full fiscal year. Certain  reclassifications have been made to the prior
period  financial  statements  in order to conform  them to the  current  period
presentation.




                                      -5-
<PAGE>


2. PENSION BENEFITS

Effective  April 1, 2005,  the  Company  discontinued  the  accretion  of future
retiree  benefits  under the Di Giorgio  Retirement  Plan,  its defined  benefit
pension plan, which covered  substantially all of its non-union  employees.  The
Company  remains  responsible to make  contributions  to this plan in accordance
with the funding  requirements of the Employee Retirement Income Security Act of
1974.

This change was considered a plan  curtailment and requires that the plan assets
and liabilities be remeasured and that a gain or loss, if any, be recorded as of
the remeasurement  date. The remeasurement was done as of February 28, 2005, the
end of the month in which the  amendment  was  approved  and  communicated.  The
curtailment resulted in a charge to income of $59,000.

Net  periodic  costs for the Di Giorgio  Retirement  Plan for the  thirteen  and
twenty-six  week  periods  ended  July 2,  2005 and June 26,  2004  include  the
following components:

                                    Thirteen Weeks Ended  Twenty-Six Weeks Ended
                                    --------------------  ----------------------
                                     July 2,    June 26,    July 2,    June 26,
                                       2005       2004        2005       2004
                                                (in thousands)
Service cost                         $  --      $   273    $   316    $   546
Interest cost                            884        889      1,802      1,777
Expected return on plan assets        (1,344)    (1,181)    (2,693)    (2,363)
Amortization of prior service cost      --            5          3         10
Amortization of net (gain) / loss        371        291        794        585
                                     -------    -------    -------    -------
Net periodic benefit cost                (89)       277        222        555
Curtailment loss                        --         --           59       --
                                     -------    -------    -------    -------
Total net periodic benefit cost      $   (89)   $   277    $   281    $   555
                                     =======    =======    =======    =======



Weighted-average assumptions used to determine
Net periodic benefit cost for years ended December 31
(including the assumptions for remeasurement)               2005           2004
                                                            ----           ----

Discount rate                                               6.00%          6.25%
Expected long-term return on plan assets                    8.25%          8.25%
Rate of compensation increase                               6.00%          6.00%




                                      -6-
<PAGE>


In  conjunction  with the change to the Di  Giorgio  Retirement  Plan  mentioned
above,  the Company also  modified the Di Giorgio  Retirement  Savings Plan (the
"401(k) Plan") to provide its employees with an alternative source of retirement
benefits.  Effective  April 1, 2005,  the Company  replaced the current match of
employee  contributions with an increased employer contribution (paid quarterly)
which  will  be  paid   regardless  of  whether  an  employee   makes  a  401(k)
contribution,  and  regardless of the amount of that  contribution.  The Company
incurred  approximately  $260,000  of  expense in the  second  quarter  for this
change.



3.   CONTINGENCIES

Legal  Proceedings -- Various suits and claims arising in the ordinary course of
business are pending  against the Company.  In the opinion of management,  these
matters are appropriately provided for and are not expected to materially affect
the  Company's  consolidated  financial  position,  cash  flows  or  results  of
operations.

The  Company  has been  named in  various  claims  and  litigation  relating  to
potential environmental problems. In the opinion of management, these claims are
either  without  merit,  covered by insurance,  adequately  provided for, or not
expected to result in any material loss to the Company.



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 achievements 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  agreements  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 have;  dependence on key personnel;  changes in business regulation;
business  abilities and judgment of personnel;  changes in, or failure to comply
with  government   regulations;   potential  commercial  vehicle   restrictions;
inflation  especially with respect to wages and energy costs; and the results of
terrorism or terrorist acts against the Company.

                                      -7-
<PAGE>


General

Revenue in the current  quarter was flat from the same period in the prior year.
Higher  distribution  expenses and gross margin pressure continued to negatively
affect the  Company's net income and EBITDA.  Included in the  quarter's  higher
expenses was $.6 million in  severance  related  expenses,  $.5 million of which
related to payments  and  benefits to several  employees  that should  result in
annual savings of approximately $.8 million.


Results of Operations

Thirteen weeks ended July 2, 2005 and June 26, 2004

Net sales for the thirteen weeks ended July 2, 2005 increased slightly to $312.4
million from $312.2 million in the prior period.  Other  revenue,  consisting of
recurring customer related services,  decreased slightly to $2.8 million for the
thirteen  weeks  ended  July 2, 2005 as  compared  to $3.0  million in the prior
period.

Gross profit  decreased to $36.4  million or 11.7% of net sales for the thirteen
weeks ended July 2, 2005 as  compared to $37.6  million or 12.1% of net sales in
the prior period reflecting competitive pricing pressures as well as a change in
the mix of both  customers  and  products  sold.  Caution  should be taken  when
comparing the Company's  gross margin to that of other  companies  because other
companies, while still complying with GAAP, may characterize income and expenses
differently.

Warehouse  expense  increased  to $15.1  million  or 4.8% of net  sales  for the
thirteen  weeks ended July 2, 2005,  as compared to $14.8 million or 4.7% of net
sales in the prior period,  primarily as a result of additional labor, taxes and
fringe  benefits of $.4 million  partially  offset by a $.1 million  decrease in
rent expense.

Transportation  expense  increased  to $7.4 million or 2.4% of net sales for the
thirteen  weeks ended July 2, 2005 as  compared  to $6.7  million or 2.1% of net
sales in the prior period, primarily as a result of increased fuels costs of $.2
million and increased worker's compensation expense of $.3 million.

Selling, general and administrative expense decreased to $8.7 million or 2.8% as
a percentage  of sales for the thirteen  weeks ended July 2, 2005 as compared to
$8.9 million or 2.8% of net sales in the prior period. Excluding severance costs
of $.6 million in the current quarter and transaction expenses of $.3 million in
the  second  quarter  of 2004,  selling,  general  and  administrative  expenses
decreased  $.5  million.  Among the  components  of the  decrease  were bad debt
recoveries of $.2 million,  savings  resulting  from the severance of employees,
and savings in  connection  with the change in the  Company's  pension plan that
became effective April 1, 2005.

Net  income  for the  thirteen  weeks  ended  July 2, 2005 was $1.0  million  as
compared to net income of $2.3 million in the prior period.




                                      -8-
<PAGE>


Twenty-six weeks ended July 2, 2005 and June 26, 2004

Net sales for the twenty-six weeks ended July 2, 2005 increased $13.6 million or
2.2% to $636.9  million  from $623.3  million in the prior period as a result of
the addition of new store  locations by our existing  customer base in the first
quarter 2005. Other revenue,  consisting of recurring customer related services,
increased  slightly to $5.7 million for the twenty-six  weeks ended July 2, 2005
as compared to $5.6 million in the prior period.

Gross profit decreased to $74.5 million or 11.7% of net sales for the twenty-six
weeks ended July 2, 2005 as  compared to $75.1  million or 12.0% of net sales in
the prior period reflecting competitive pricing pressures as well as a change in
the mix of both  customers  and  products  sold.  Caution  should be taken  when
comparing the Company's  gross margin to that of other  companies  because other
companies, while still complying with GAAP, may characterize income and expenses
differently.

Warehouse  expense  increased  to $31.0  million  or 4.9% of net  sales  for the
twenty-six weeks ended July 2, 2005, as compared to $29.6 million or 4.7% of net
sales in the prior period,  primarily as a result of additional labor, taxes and
fringe benefits of $1.3 million.  In addition,  utility  expenses  increased $.1
million in the current period as compared to the prior period.

Transportation  expense  increased to $14.9 million or 2.3% of net sales for the
twenty-six  weeks ended July 2, 2005 as compared to $13.6 million or 2.2% of net
sales in the prior period, primarily as a result of increased fuels costs of $.4
million , increased  worker's  compensation  expense of $.4  million,  increased
owner operator  delivery service costs of $.2 million and increased toll expense
of $.1 million.

Selling,  general and administrative  expense increased to $18.2 million or 2.9%
as a  percentage  of net sales for the  twenty-six  weeks  ended July 2, 2005 as
compared to $17.3 million or 2.8% of net sales in the prior period.  The current
period  included  $.6  million  of  expenses  incurred  in  connection  with the
Company's  withdrawn  tender offer to refinance its senior notes in January 2005
and $.6 million of severance  related  expenses.  Excluding  these non recurring
expenses,  selling, general and administrative expense decreased as a percentage
of net sales to 2.7% as compared to 2.8% of net sales in the prior period.

Net  income for the  twenty-six  weeks  ended  July 2, 2005 was $2.1  million as
compared to net income of $4.7 million in the prior period.


Reconciliation of EBITDA to net income (in thousands):
                                                       Twenty-six weeks ended
                                                     July 2, 2005  June 26, 2004
          EBITDA                                      $13,465        $17,187
          Less: depreciation and
             amortization of fixed assets               1,094          1,073
          Less: other amortization                        639            401
          Less: interest expense                        7,971          7,581
          Less: income tax provision                    1,640          3,480
                                                       -------       -------
          Net income                                  $ 2,121        $ 4,652
                                                      =======        =======

                                      -9-
<PAGE>

The Company has presented EBITDA supplementally because management believes this
information  enables  management,  investors,  and other readers to evaluate and
compare, from period to period, the Company's results from ongoing operations in
a meaningful  and consistent  manner.  We believe net income is the most closely
comparable GAAP measure as opposed to cash flows from operations. Similar to net
income, management uses EBITDA as a measure of the performance of our operations
without the  vagaries of  fluctuations  in working  capital that cash flows from
operations  would  have.  Management  also uses the EBITDA  results  when making
operating decisions that require additional resources and as a basis for certain
calculations for compensation  programs. We believe that the relevant metric for
our business to measure  liquidity is our working capital plus our  availability
under our existing line of credit,  both of which are disclosed in our liquidity
discussion under Liquidity and Capital Resources below.

Liquidity and Capital Resources

Cash  flows from  operations,  cash on hand,  and  amounts  available  under the
Company's $90 million bank credit facility are the Company's  principal  sources
of  liquidity.  The  Company's  bank credit  facility is  scheduled to mature on
February  1, 2007.  The Company  believes  that cash flows from  operations  and
amounts  available  under the bank credit  facility will be adequate to meet its
anticipated working capital needs, capital  expenditures,  dividend payments, if
any, and debt service requirements during the next twelve months, as well as any
investments the Company may make.

There were $12.4 million of borrowings under the Company's revolving bank credit
facility  (excluding  $6.1 million of outstanding  letters of credit) at July 2,
2005. The Company had additional  borrowing  capacity of $71.5 million available
at that time.  The Company's  bank credit  facility 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.

During the twenty-six weeks ended July 2, 2005, cash flows provided by operating
activities  were  approximately  $14.2  million,  consisting  primarily  of cash
generated from income before non-cash  expenses of $4.4 million,  an increase in
accounts  payable of $4.1 million and a decrease in (i) accounts  receivable  of
$4.7  million,  (ii)  inventory of $3.3 million  (iii)  prepaid  expenses of $.7
million  and (iv)  other  assets  of $.2  million,  offset by a use of cash as a
result of a decrease in accrued expenses and other liabilities of $3.2 million.

Cash flows provided by investing  activities  during the twenty-six  weeks ended
July 2, 2005 were  approximately $3.2 million consisting of collections of notes
receivable of $8.3 million and proceeds from the sale of note  participations of
$3.3 million  offset by $5.9 million of new loans to customers  and $2.5 million
for capital expenditures, approximately $2.0 million of which were for leasehold
improvements related to its grocery warehouse expansion.  The Company expects to
spend  approximately $1.0 million for additional  capital  expenditures over the
rest of 2005, many of which relate to office reconfigurations as a result of the
warehouse  expansion.  Net cash used in financing  activities  of  approximately
$16.8  million  consisted  primarily  of net  repayments  under the bank  credit
facility.

The Company is engaged in discussions with a financial institution to provide it
with a new bank credit  facility to replace its current $90 million  bank credit
facility.  The new  bank  credit  facility  would  include  both a $120  million


                                      -10-
<PAGE>

revolving credit line and the ability,  under certain  circumstances,  including
the prior approval of the financial institution, to draw down an incremental $40
million  term loan.  The  arrangement  would  require  the  Company to grant the
financial  institution a security  interest in certain assets of the Company not
currently  pledged to secure the  existing  $90  million  revolving  bank credit
facility.  The Company anticipates entering into such a financing arrangement in
the third  quarter of 2005.  The new bank  credit  facility  would be subject to
customary  closing  conditions  and  there  can be no  assurance  that  such  an
arrangement will be consummated.

Under the terms of the Company's  existing bank credit facility,  the Company is
required to meet certain  financial tests,  including  minimum interest coverage
ratios. As of July 2, 2005, the Company was in compliance with such covenants.

The consolidated indebtedness of the Company decreased to $162.5 million at July
2, 2005 as compared to $179.3 million at January 1, 2005.  Stockholders'  equity
increased  to $32.7  million  at July 2, 2005 as  compared  to $30.6  million at
January 1, 2005.

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




                                      -11-
<PAGE>


Item 3. Quantitative and Qualitative Disclosures About Market Risk

There  were no  material  changes in market  risk for the  Company in the period
covered by this  report.  See our Annual  Report on Form 10-K for the year ended
January 1, 2005 for a discussion of market risk for the Company.


Item 4. Controls and Procedures

As of the end of the period covered by this report,  an evaluation was performed
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(c) and
15d-15(e) under the Securities Exchange Act of 1934, as amended).  Based on that
evaluation, the Company's management,  including the Chief Executive Officer and
Chief Financial Officer,  concluded that the Company's  disclosure  controls and
procedures  were  effective  as of  July  2,  2005.  The  Company's  management,
including the Company's  Chief Executive  Officer and Chief  Financial  Officer,
evaluated the Company's  internal control over financial  reporting to determine
whether any changes  occurred during the period covered by this report that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial  reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Based on that evaluation,
there have been no such  changes  during the quarter  covered by this  quarterly
report.



                                      -12-
<PAGE>


Part II-OTHER INFORMATION

Item 1. Legal Proceedings

     No material developments since our last filing.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     None

Item 3. Defaults Upon Senior Securities

     None

Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 5. Other Information

     Concurrent  with this filing the Company has updated its Code of Ethics for
senior executive officers, a copy of which is included as an exhibit.

Item 6.  Exhibits

     (a)  31.1 -  Certification  of the  Chief  Executive  Officer  pursuant  to
          Section 302 of the Sarbanes Oxley Act of 2002. Filed herewith.

          31.2- Certification of the Chief Financial Officer pursuant to Section
          302 of the Sarbanes Oxley Act of 2002. Filed herewith.

          32.1 -  Certification  of the Chief  Executive  Officer  and the Chief
          Financial  Officer of Di Giorgio  Corporation  pursuant  to 18 U. S.C.
          Section 1350.


     (b)  14.1 Di  Giorgio  Corporation  Code of  Ethics  For  Senior  Executive
          Officers.


                                      -13-
<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 thereunto duly authorized.

                                              DI GIORGIO CORPORATION


                                        By:   /s/ Stephen R. Bokser
                                              --------------------------
                                              Stephen R. Bokser
                                              Co-Chairman and  Chief
                                              Executive Officer

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


Date: July 28, 2005




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