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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


    For the Quarter Ended July 3, 1999         Commission File No. 1-1790

                                   ----------

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


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


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


        Registrant's telephone number including area code: (732) 541-5555


                                  ------------



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

                             Yes X           No ____








As of August 4, 1999,  there were  outstanding  78.1158 shares of Class A Common
Stock and 78.8690 shares of Class B Common Stock.  The aggregate market value of
the voting  stock held by  non-affiliates  of the  registrant  is $0 because all
voting stock is held by affiliates of the registrant.

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<PAGE>



                     DI GIORGIO CORPORATION AND SUBSIDIARIES


                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.       Financial Statements

   Consolidated Condensed Balance Sheets,
     January 2, 1999 and July 3, 1999 (Unaudited)............................1

   Consolidated Condensed Statements of Operations,
     Twenty-Six Weeks and Thirteen Weeks Ended
     June 27, 1998 and July 3, 1999 (Unaudited)..............................2

   Consolidated Condensed Statement of Stockholders' Deficiency,
     Twenty-Six Weeks Ended July 3, 1999 (Unaudited).........................3

   Consolidated Condensed Statements of Cash Flows,
     Twenty-Six Weeks Ended June 27, 1998 and
     July 3, 1999  (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 ..................................12

Signatures..................................................................13



<PAGE>



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

                                              January 2,     July 3,
                                                 1999         1999
                                                            (Unaudited)
                 ASSETS
Current Assets:
  Cash......................................    $   459        $   447
  Accounts and notes receivable-net.........     83,012         87,505
  Inventories...............................     60,482         59,583
  Deferred taxes............................     11,283          8,327
  Prepaid expenses..........................      3,055          4,253
                                                  -----          -----
        Total current assets................    158,291        160,115
                                                -------        -------
Property, Plant & Equipment
  Cost......................................     18,652         19,890
  Accumulated depreciation..................    (10,319)       (11,102)
                                                 ------         ------
  Net.......................................      8,333          8,788
                                                 ------         ------
Long-term notes receivable..................     11,844         15,380
Deferred taxes..............................      2,063          2,063
Other assets................................     13,193         12,076
Deferred financing costs....................      4,935          4,575
Excess of costs over net assets acquired....     76,169         74,956
                                                 ------         ------
         Total assets.......................   $274,828       $277,953
                                               ========       ========
     LIABILITIES & STOCKHOLDERS' DEFICIENCY Current Liabilities:
  Notes payable-revolver....................    $20,628        $19,352
  Accounts payable..........................     71,616         71,562
  Accrued expenses..........................     24,719         26,340
  Notes and leases payable within one year..        211            193
                                                 ------          -----
        Total current liabilities...........    117,174        117,447
                                                -------        -------
Long-term debt..............................    155,000        155,000
Capital lease liability.....................      2,288          2,202
Other long-term liabilities.................      4,067          3,663

Stockholders' Deficiency:
  Common stock..............................          -              -
  Additional paid-in-capital................      8,002          8,002
  Accumulated deficit.......................    (11,703)        (8,361)
                                                 ------          -----
        Total stockholders' deficiency           (3,701)          (359)
                                                 ------         ------
         Total liabilities & stockholders'
          deficiency........................   $274,828       $277,953
                                               ========       ========

         See Notes to Consolidated Condensed Financial Statements

                                    -1-

<PAGE>



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

                                   Thirteen weeks ended Twenty-six weeks ended
                                   -------------------- ----------------------
                                    June 27,    July 3,   June 27,   July 3,
                                      1998       1999       1998      1999
Revenue:
  Net sales....................... $284,531   $346,245   $564,251   $701,053
  Other revenue...................    1,674      2,022      3,510      4,080
                                      -----      -----      -----      -----
        Total revenue.............  286,205    348,267    567,761    705,133
Cost of products sold.............  256,731    314,552    509,535    637,005
                                    -------    -------    -------    -------
Gross profit-exclusive of
 warehouse expense shown below....   29,474     33,715     58,226     68,128

  Warehouse expense...............   12,604     12,810     24,025     26,540
  Transportation expense..........    5,989      6,539     12,150     13,376
  Selling, general and
  administrative expense..........    5,821      6,543     11,709     13,114
  Amortization-excess of cost
  over net assets acquired........      615        607      1,230      1,213
                                      -----      -----      -----      -----
Operating income..................    4,445      7,216      9,112     13,885

  Interest expense................    4,320      4,183      9,096      8,536
  Amortization-deferred financing
   costs..........................      180        180        360        360
  Other (income)-net..............     (558)      (618)    (1,077)    (1,309)
                                      -----      -----      -----      -----
Income before income taxes and
 extraordinary items..............      503      3,471        733      6,298
Income tax expense (benefit)......      420      1,607        730      2,956
                                        ---      -----        ---      -----
Income before
 extraordinary items..............       83      1,864          3      3,342

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

Net income (loss).................      $83     $1,864      ($198)    $3,342
                                        ===      =====     ======      =====

         See Notes to Consolidated Condensed Financial Statements

                                    -2-


<PAGE>



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

                                            Additional
                  Class A        Class B     Paid-In (Accumulated
                 Common Stock  Common Stock  Capital    Deficit)  Total
                 ------------  ------------  -------    -------   ------
                 Shares Amount Shares Amount
Balance at
 January 2,
 1999            78.1158  $ -- 78.8690   $ --  $ 8,002  ($11,703) ($3,701)

Net income          --      --      --     --       --     3,342    3,342
                 -------   --- -------   ----  -------     -----    -----

Balance at
 July 3, 1999    78.1158  $ -- 78.8690  $ --   $ 8,002   ($8,361)   ($359)
                 =======   === =======   ====  =======   =======   ======



         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 27,       July 3,
                                                    1998           1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................    ($198)        3,342
Adjustments to reconcile net income to net cash
 provided by operating activities
   Extraordinary loss on debt
   extinguishment - net..........................      201             0
   Depreciation and amortization.................    1,356           783
   Amortization..................................    2,700         2,644
   Provision for doubtful accounts...............      750           600
   Increase in prepaid pension asset.............     (150)            0
   Impairment loss on leasehold improvements.....    3,000             0
   Gain on sale of Garden City facility..........   (3,400)            0
   Deferred taxes................................                  2,956
Changes in assets and liabilities:
  (Increase) decrease in:
   Accounts & notes receivable...................    1,344        (5,093)
   Inventory.....................................   (5,671)          899
   Prepaid expenses..............................     (768)       (1,198)
   Long-term receivables.........................     (635)       (3,536)
   Other assets..................................     (143)           44
 (Decrease) increase in:
   Accounts payable..............................     (652)          (54)
   Accrued expenses and other liabilities........     (411)        1,219
                                                    ------         -----
Net cash (used in) provided by
   operating activities..........................   (2,677)        2,606
                                                     -----         -----
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment........   (2,543)       (1,238)
Net proceeds from Garden City facility sale......   13,867             0
                                                    ------         -----
Net cash provided by (used in)
 investing activities............................   11,324        (1,238)
                                                    ------        ------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) under revolving
   line-of-credit................................   11,413        (1,276)
Premiums paid on redemption of 12% notes.........     (335)            0
Capital Stock repurchase.........................   (5,000)            0
Long-term debt payments..........................  (14,963)         (104)
Capital lease payments...........................      (97)            0
                                                   -------       -------
Net cash used in financing activities............   (8,982)       (1,380)
                                                     -----         -----
Decrease in cash.................................     (335)          (12)
Cash at beginning of period......................    2,426           459
                                                     -----         -----
Cash at end of period............................   $2,091          $447
                                                    ======          ====
Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest.....................................   $9,409        $8,559
                                                    ======        ======
    Income Taxes (Refunds).......................      ($5)         $147
                                                        ==          ====

        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 3, 1999, the consolidated
condensed  statements of operations  for the thirteen  weeks and the  twenty-six
weeks  ended  June  27,  1998  and  July 3,  1999,  the  consolidated  condensed
statements of cash flows for the  twenty-six  weeks ended June 27, 1998 and July
3, 1999, and  stockholders'  deficiency  for the twenty-six  weeks ended July 3,
1999, and related notes are unaudited and have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
pursuant to the rules and regulations of the Securities and Exchange Commission.
Accordingly,  certain information and footnote  disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  omitted  pursuant  to such  rules and  regulations.  The
accompanying  unaudited interim consolidated  condensed financial statements and
related notes should be read in  conjunction  with the financial  statements and
related  notes  included in the Form 10-K for the fiscal  year ended  January 2,
1999 and the Form  10-Q for the  period  ended  April  3,  1999  filed  with the
Securities and Exchange Commission.  The information  furnished reflects, in the
opinion of the management of the Company, all adjustments,  consisting of normal
recurring  accruals,  which are  necessary  to present a fair  statement  of the
results for the interim periods presented.

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

2.      SUBSEQUENT EVENT

Effective August 1, 1999, the Company amended its bank credit facility to, among
other things,  extend the scheduled  maturity  until June 2004,  lower  interest
rates, and permit, under certain circumstances, the payment of dividends.



                                      -5-
<PAGE>


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


Forward- Looking Statements

Forward-looking  statements  in this  Form  10-Q  include,  without  limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions and adequacy of resources and are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
These forward-looking  statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievement
of the Company to be materially  different from any future results,  performance
or achievements expressed or implied by such forward-looking  statements.  These
factors  include,  among others,  the following:  general  economic and business
conditions  and  those in  particular  in the New York City  metropolitan  area;
restrictions  imposed by the documents  governing  the  Company's  indebtedness;
competition; the Company's reliance on several significant customers;  potential
losses from loans to its retailers;  potential  environmental  liabilities which
the  Company  may  have;  the  Company's  labor  relations;  dependence  on  key
personnel;  changes in business  regulation;  business abilities and judgment of
personnel;  year 2000  computer  related  issues;  and changes in, or failure to
comply with government regulations .

Results of Operations

Thirteen weeks ended July 3, 1999 and June 27, 1998

Net sales for the  thirteen  weeks  ended  July 3, 1999 were  $346.2  million as
compared to $284.5  million for the  thirteen  weeks ended June 27,  1998.  This
21.7% increase in net sales primarily  reflects sales to a group of supermarkets
operating under the Foodtown banner that became  customers in late December 1998
as well as increased sales to existing customers.

Other revenue,  consisting of recurring customer related services,  increased to
$2.0  million  for the  thirteen  weeks  ended July 3, 1999 as  compared to $1.7
million  in the  prior  period as a result of the  Company's  overall  increased
business.

Gross margin  (excluding  warehouse  expense)  decreased to 9.7% of net sales or
$33.7 million for the thirteen  weeks ended July 3, 1999 as compared to 10.4% of
net sales or $29.5 million for the prior period,  as a result of a change in mix
of both  customers and products  sold. As compared to the first quarter of 1999,
gross profit  remained  constant at 9.7%. The Company has, and will continue to,
take steps to maintain  and improve its  margins;  however,  as indicated by the
comparative  decrease in gross  margin,  factors  such as the  additions of high
volume,  low  margin  customers,  the  decrease  in  manufacturers'  promotional
activities,  changes  in product  mix,  or  competitive  pricing  pressures  may
continue to have an effect on gross margin.

Warehouse  expense  decreased  as a  percentage  of net  sales  to 3.7% or $12.8
million  for the  thirteen  weeks  ended July 3, 1999 as compared to 4.4% of net
sales or $12.6 million reflecting the combined effect of (i) applying largely


                                      -6-
<PAGE>

fixed  costs to higher  revenues  and (ii) the  elimination  of the costs of two
frozen food  facilities  in April 1999 as a result of the Garden  City  facility
ceasing operations. (See Liquidity and Capital Resources.)

Transportation  expense  decreased  to 1.9% of net sales or $6.5 million for the
thirteen  weeks  ended  July 3,  1999 as  compared  to 2.1% of net sales or $6.0
million  in the prior  period due to  greater  efficiencies  and a change in the
Company's customer base.

Selling,  general and  administrative  expense  declined to 1.9% of net sales or
$6.5  million for the  thirteen  weeks ended July 3, 1999 as compared to 2.0% of
net sales or $5.8  million  for the prior  period due to the effect of  applying
largely fixed costs to higher revenues.

Other income,  net of other expenses,  was $618,000 for the thirteen weeks ended
July 3, 1999 as compared to $558,000 for the prior period.

Interest expense  decreased to $4.2 million for the thirteen weeks ended July 3,
1999 from $4.3  million for the prior  period due to lower  average  outstanding
levels of the Company's funded debt.

The Company  recorded an income tax provision of $1.6  million,  resulting in an
effective  income tax rate of 46% for the  thirteen  weeks ended July 3, 1999 as
compared to a provision of $420,000 resulting in an effective rate of 83% in the
prior  period.  The  Company's  estimated  effective tax rate is higher than the
statutory tax rate primarily because of the  nondeductibility  of certain of the
Company's amortization of the excess of cost over net assets acquired;  however,
due to net operating loss  carryforwards for tax purposes,  the Company does not
expect to pay federal  income tax for the current year with the  exception of an
alternative minimum tax.

The Company  recorded  net income for the  thirteen  weeks ended July 3, 1999 of
$1.8 million as compared to net income of $83,000 in the prior period.

Twenty-six weeks ended June 27, 1998 and July 3, 1999

Net sales for the  twenty-six  weeks ended July 3, 1999 were  $701.1  million as
compared to $564.3  million for the twenty-six  weeks ended June 27, 1998.  This
24.2% increase in net sales primarily  reflects sales to a group of supermarkets
operating under the Foodtown banner that became  customers in late December 1998
as well as increased sales to existing customers.

Other revenue,  consisting of recurring customer related services,  increased to
$4.1  million  for the  twenty-six  weeks ended July 3, 1999 as compared to $3.5
million  in the  prior  period as a result of the  Company's  overall  increased
business.

Gross margin  (excluding  warehouse  expense)  decreased to 9.7% of net sales or
$68.1 million for the  twenty-six  weeks ended July 3, 1999 as compared to 10.3%
of net sales or $58.2 million for the prior  period,  as a result of 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,  as indicated by the
comparative  decrease in gross  margin,  factors  such as the  additions of high
volume,  low  margin  customers,  the  decrease  in  manufacturers'  promotional
activities,  changes  in product  mix,  or  competitive  pricing  pressures  may
continue to have an effect on gross margin.

                                      -7-
<PAGE>

Warehouse expense decreased as a percentage of net sales to 3.8% of net sales or
$26.5 million for the twenty-six weeks ended July 3, 1999 as compared to 4.3% of
net sales or $24.0 million due to the effect of applying  largely fixed costs to
higher  revenues.  The Garden  City,  NY frozen food  facility  was closed as an
operational  facility  during the current  period.  (See  Liquidity  and Capital
Resources.)

Transportation  expense  decreased to 1.9% of net sales or $13.4 million for the
twenty-six  weeks  ended July 3, 1999 as  compared to 2.2% of net sales or $12.2
million  in the prior  period due to  greater  efficiencies  and a change in the
Company's customer base.

Selling,  general and  administrative  expense  declined to 1.9% of net sales or
$13.1 million for the twenty-six weeks ended July 3, 1999 as compared to 2.1% of
net sales or $11.7  million  for the prior  period due to the effect of applying
largely fixed costs to higher revenues.

Other  income,  net of  other  expenses,  increased  to  $1.3  million  for  the
twenty-six  weeks ended July 3, 1999 as  compared to $1.1  million for the prior
period.

Interest  expense  decreased to $8.5 million for the twenty-six weeks ended July
3, 1999 from $9.1 million for the prior period due to lower average  outstanding
levels of the Company's funded debt.

The Company  recorded an income tax provision of $2.9  million,  resulting in an
effective  income tax rate of 47% for the twenty-six weeks ended July 3, 1999 as
compared to a provision of $730,000  resulting  in an effective  rate of 100% in
the prior period. The Company's  estimated effective tax rate is higher than the
statutory tax rate primarily because of the  nondeductibility  of certain of the
Company's amortization of the excess of cost over net assets acquired;  however,
due to net operating loss  carryforwards for tax purposes,  the Company does not
expect to pay federal  income tax for the current year with the  exception of an
alternative minimum tax.

The Company  recorded net income for the twenty-six  weeks ended July 3, 1999 of
$3.3 million as compared to a loss of $198,000,  which included an extraordinary
loss of $201,000, 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's bank credit facility was amended  effective  August 1, 1999 and is now
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 Bankers Trust  Company's  prime rate.  In addition,  the bank
credit facility now allows the payment of dividends under certain circumstances.

Borrowings under the Company's revolving bank credit facility were $19.4 million
(excluding  $5.3  million  of  outstanding  letters  of credit) at July 3, 1999.
Additional  borrowing capacity of $61.0 million was available at that time under
the Company's then current,  borrowing base  certificate.  The Company  believes
that these  sources  will be adequate to meet its  anticipated  working  capital
needs, capital expenditures, and debt service requirements during fiscal 1999.

                                      -8-
<PAGE>

During the twenty-six weeks ended July 3, 1999, cash flows provided by operating
activities  were $2.6 million,  consisting  primarily of (i) cash generated from
income before non-cash  expenses of $7.4 million and (ii) an increase in accrued
expenses  and  other  liabilities  of $4.2  million,  offset by an  increase  in
accounts and notes receivable of $8.6 million.

Cash flows used in investing  activities  during the twenty-six weeks ended July
3, 1999 were  approximately  $1.2 million which was used exclusively for capital
expenditures.  Net cash  used in  financing  activities  of  approximately  $1.4
million was utilized to reduce the amount  outstanding  under the Company's bank
revolver and capital leases.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and  amortization,  was $18.2 million during the twenty-six  weeks ended July 3,
1999 as compared to $13.9 million in the prior period. 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 it be  considered  as an  indicator  of the  Company's
overall financial  performance.  Also, the EBITDA definition used herein may not
be comparable to similarly titled measures reported by other companies.

As part of the Company's 1998 $4.2 million facility  integration and abandonment
expense,  related to the shut down of the Garden City  facility  and the move of
its frozen business to Carteret,  New Jersey,  the Company recorded a reserve of
$2.8 million  consisting of (i) $2.2 million for rent and real estate taxes from
May 1, 1999,  the  anticipated  closure date of the facility,  through March 31,
2000, the lease  termination  date, and (ii) $600,000 for the removal of certain
equipment.  As of July 3, 1999,  the  balance of the  facility  integration  and
abandonment  reserve was $2.3  million,  all of which is expected to be expended
before March 31, 2000. As planned, the Company ceased operations in the facility
in the second  quarter  of 1999 and is in the  process  of  decommissioning  the
facility.

The consolidated indebtedness of the Company decreased to $176.7 million at July
3,  1999 as  compared  to $178.1  million  at  January  2,  1999.  Stockholders'
deficiency  was  $359,000 on July 3, 1999 as compared  to a  deficiency  of $3.7
million on January 2, 1999.

Under the terms of the Company's revolving bank credit facility,  the Company is
required to meet certain  financial tests,  including  minimum interest coverage
ratios. As of July 3, 1999, the Company was in compliance with its covenants.

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


                                      -9-
<PAGE>



Year 2000 Computer Issues

State of readiness

The Company has  implemented a Year 2000 compliance  program  designed to insure
that the Company's  computer  systems and  applications  will function  properly
beyond 1999.  The program is led by the Company's  vice president of information
systems  and  consists of  employees  from across  division  lines.  The Company
believes it has identified all of the systems which need testing,  including but
not  limited  to its  traditional  computer  systems  as well as  those  systems
containing  embedded chip  technology  commonly found in buildings and equipment
connected with a building's  infrastructure  such as heating,  refrigeration and
air conditioning systems, security systems and telephones.  The vast majority of
testing  to  determine  if a system  is Year 2000  compliant  is  complete.  The
remediation  phase is  substantially  complete  and the  compliant  systems  are
currently in use.  The  remainder  of the  remediation  phase is projected to be
completed  in the third  quarter of fiscal 1999.  The Company  plans to continue
testing its systems to determine  compliance and  immediately  address  problems
should they occur.

Costs

The total  expected  cost of the  Company's  Year  2000  compliance  program  is
projected  to be less than  $1.25  million,  consisting  primarily  of  internal
salaries,  of which  approximately $1 million has been spent as of July 3, 1999.
All costs are  expensed as  incurred.  The Company  expects to  outsource,  on a
limited basis, some of this effort.

Risks

Although the full consequences are unknown,  the failure of one of the Company's
critical  computer systems or the failure of an outside system,  such as that of
the Federal Reserve or the electric utilities, may result in the interruption of
the  Company's  business  which may result in a material  adverse  effect on the
results of operations  or financial  condition of the Company.  With  particular
respect to inventory purchased for resale from the Company's 1,120 vendors,  the
Company  does not  expect  that any  vendor's  Year 2000  problems  would have a
long-term  negative  effect  on the  Company  due to the  diversity  of  product
availability  in the  market  and the  Company's  expectations  that none of its
competitors  would receive that product either, so the Company and the Company's
customers would not be at a competitive disadvantage.

With respect to the Company's larger customers,  communications are ongoing with
respect to their  progress  in managing  Year 2000  issues such as insuring  the
integrity of the  procurement  system as well as helping the smaller  customers'
critical needs such as cash registers and point-of-sale  (POS) systems.  Despite
the relative lack of problems  encountered in these  discussions with both large
and  small  customers  of the  Company  to  date,  the  Company  has  no  direct
confirmation or control of our customers'  Year 2000  remediation  efforts,  and
there can be no assurance that system failures, which may cause material adverse
results to our customers, would not have an adverse effect on the Company.



                                      -10-
<PAGE>



Contingency Plans

The Company is in the process of  developing  contingency  plans for those areas
which  might be  effected  by the Year 2000  problem;  however,  there can be no
assurances that a contingency plan will exist for all situations.



                                      -11-
<PAGE>



                              II-OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibit No.10.50  Amendment No. 13, dated as of August 1, 1999
                  to Credit  Agreement  dated as of  February  10, 1993 among Di
                  Giorgio Corporation,  as Borrower,  the financial institutions
                  parties thereto,  as Lenders,  BT Commercial  Corporation,  as
                  Agent for the Lenders,  and Bankers Trust Company,  as Issuing
                  Bank.

         (b)      Reports on Form 8-K.      None



                                      -12-
<PAGE>



                                   SIGNATURES


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




                                             DI GIORGIO CORPORATION


                                       By:   /s/ Arthur M. Goldberg
                                          --------------------------------------
                                             Arthur M. Goldberg
                                             Chairman, President and Chief
                                             Executive Officer


                                       By:   /s/ Richard B. Neff
                                          --------------------------------------
                                             Richard B. Neff
                                             Executive Vice President and
                                             Chief Financial Officer
                                             (Principal Financial and
                                             Accounting Officer)


Date:    August 12, 1999

                                      -13-
<PAGE>