SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the Quarter Ended March 27, 2004

[ ] 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 if disclosure of delinquent  filers pursuant to Item
     405 of Regulation S-K is not contained  herein,  and will not be contained,
     to the best of registrant's  knowledge,  in definitive proxy or information
     statements  incorporated by reference in this Form 10-Q or any amendment to
     this Form 10-Q. [ ]

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

     As April 20, 2004, 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 1.  FINANCIAL INFORMATION

Item 1.           Financial Statements

   Consolidated Condensed Balance Sheets,
     December 27, 2003 and March 27, 2004 (Unaudited).......................  1

   Consolidated Condensed Income Statements,
     Thirteen Weeks Ended March 29, 2003 and March 27, 2004 (Unaudited).....  2

   Consolidated Condensed Statement of Stockholders Equity,
     Thirteen Weeks Ended March 27, 2004 (Unaudited)........................  3

   Consolidated Condensed Statements of Cash Flows,
     Thirteen Weeks Ended March 29, 2003 and March 27, 2004 (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

Item 4. Controls and Procedures............................................. 11

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)

                                                      December 27,    March 27,
                                                          2003           2004
                                                                     (unaudited)
                     ASSETS
Current Assets:
Cash                                                   $   1,637      $   1,635
Accounts and notes receivable-net                        109,738        107,021
Inventories                                               61,204         61,325
Deferred income taxes                                      2,205          2,303
Prepaid expenses                                           3,606          3,106
                                                       ---------      ---------
Total current assets                                     178,390        175,390
                                                       ---------      ---------

Property, Plant and Equipment
Cost                                                      29,290         29,563
Accumulated depreciation and amortization                (19,450)       (20,187)
                                                       ---------      ---------
Net                                                        9,840          9,376
                                                       ---------      ---------

Long-term notes receivable                                11,082          9,142
Other assets                                              24,764         24,487
Deferred financing costs-net                               1,886          2,179
Goodwill                                                  68,893         68,893
                                                       ---------      ---------
Total assets                                           $ 294,855      $ 289,467
                                                       =========      =========



       LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Revolving credit facility                              $  12,880      $    --
Accounts payable                                          59,166         59,810
Accrued expenses                                          30,652         35,431
Dividends payable                                           --           10,000
Notes and leases payable within one year                      64             65
                                                       ---------      ---------
Total current liabilities                                102,762        105,306
                                                       ---------      ---------

Long-term debt                                           148,300        148,300
Capital lease liability                                    1,877          1,860
Other long-term liabilities                                9,394          9,082
Stockholders' Equity:
Common stock                                                --             --
Additional paid-in-capital                                 8,002          8,002
Retained earnings                                         24,520         16,917
                                                       ---------      ---------
Total stockholders' equity                                32,522         24,919
                                                       ---------      ---------
Total liabilities & stockholders' equity               $ 294,855      $ 289,467
                                                       =========      =========

            See Notes to Consolidated Condensed Financial Statements


                                      -1-
<PAGE>


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


                                                           Thirteen weeks ended
                                                         March 29,     March 27,
                                                              2003         2004
Revenue:
  Net sales                                              $ 383,015    $ 311,144
  Other revenue                                              2,239        2,622
                                                         ---------    ---------
      Total revenue                                        385,254      313,766

Cost of products sold                                      345,415      276,285
                                                         ---------    ---------

Gross profit-exclusive of warehouse expense shown below     39,839       37,481

  Warehouse expense                                         15,232       14,756
  Transportation expense                                     7,848        6,975
  Selling, general and administrative expense                8,207        8,446
                                                         ---------    ---------

Operating income                                             8,552        7,304

  Interest expense                                           3,793        3,777
  Amortization-deferred financing costs                        157          169
  Other (income)-net                                          (848)        (831)
                                                         ---------    ---------

Income before income taxes                                   5,450        4,189
Income tax expense                                           2,329        1,792
                                                         ---------    ---------

Net income                                               $   3,121    $   2,397
                                                         =========    =========


            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                 Class B          Additional
                          Common Stock            Common Stock         Paid-in  Retained
                        Shares     Amount      Shares     Amount      Capital   Earnings    Total
<S>                     <C>          <C>       <C>          <C>      <C>       <C>        <C>
Balance at
December 27, 2003       78.1158      $--       76.8690      $--      $8,002    $24,520    $32,522

Net income                   --       --            --       --          --      2,397      2,397

Dividends                    --       --            --       --          --    (10,000)   (10,000)

                         ------     ----        ------      ----      ------    ------     ------
Balance at
March 27, 2004          78.1158      $--       76.8690      $--      $8,002    $16,917    $24,919
                        =======     ====       =======      ====     ======    =======    =======
</TABLE>





            See Notes to Consolidated Condensed Financial Statements



                                      -3-
<PAGE>


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

                                                            Thirteen weeks ended
                                                            --------------------
                                                           March 29,   March 27,
                                                             2003         2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                  $3,121        $2,397
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization of fixed assets                  575          576
Other amortization                                             602          198
Provision for doubtful accounts                                125          125
Amortization of pension expense                                243          337
Gain on sale of equipment                                      --           (18)
Deferred income taxes                                         (216)         (98)
Proceeds from note participation sale                         --          1,981
Changes in assets and liabilities:
(Increase) decrease in:
Accounts and  notes receivable                               7,012          611
Inventories                                                  1,958         (121)
Prepaid expenses                                             1,253          500
Long-term receivables                                          205        1,940
Other assets                                                    26          (29)
Increase (decrease) in:
Accounts payable                                            (8,836)         644
Accrued expenses and other liabilities                       4,928        4,407
                                                          --------     --------
Net cash provided by operating activities                   10,996       13,450
                                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment                    (299)        (184)
Proceeds from sale of equipment                               --             90
                                                          --------     --------
Net cash used in investing activities                         (299)         (94)
                                                          --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit               (2,693)     (12,880)
Financing fees paid                                           --           (462)
Capital lease payments                                         (16)         (16)
                                                          --------     --------
Net cash used in financing activities                       (2,709)     (13,358)
                                                          --------     --------

Increase (decrease) in cash                                  7,988           (2)

Cash at beginning of period                                    629        1,637
                                                          --------     --------

Cash at end of period                                     $  8,617     $  1,635
                                                          ========     ========

Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest                                                  $     52     $     69
                                                          ========     ========
Income taxes                                              $    231     $    311
                                                          ========     ========


            See Notes to Consolidated Condensed Financial Statements


                                      -4-
<PAGE>



                     DI GIORGIO CORPORATION AND SUBSIDIARIES

                                    NOTES TO

            CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (UNAUDITED)



1. BASIS OF PRESENTATION


The consolidated  condensed balance sheet as of March 27, 2004, the consolidated
condensed  income  statements  for the  thirteen  weeks ended March 29, 2003 and
March 27, 2004, the consolidated condensed statement of stockholders' equity for
the  thirteen  weeks  ended  March  27,  2004,  and the  consolidated  condensed
statements  of cash flows for the thirteen  weeks ended March 29, 2003 and March
27, 2004,  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
27, 2003 (where the consolidated condensed balance sheet as of December 27, 2003
has been derived),  as filed with the Securities  and Exchange  Commission.  The
information  furnished herein reflects,  in the opinion of the management of the
Company,  all adjustments,  consisting of normal recurring  accruals,  which are
necessary  to present a fair  statement  of the results for the interim  periods
presented.

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




                                      -5-
<PAGE>


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


Forward- Looking Statements

Forward-looking  statements  in this  Form  10-Q  include,  without  limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions and adequacy of resources and are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
These 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;  inflation,  especially
with  respect  to wages and  energy  costs;  and the  results  of  terrorism  or
terrorist acts against the Company.

General

As  previously  announced,  the Company  ceased  doing  business  with the Great
Atlantic & Pacific Tea Company  ("A&P") in October  2003.  While the Company has
reduced  expenses to help  compensate  for the reduced  sales,  the loss of this
business  will  continue to have a negative  impact on earnings when compared to
prior  periods.  Sales to A&P were $93.7 million in the first fiscal  quarter of
2003. The loss of these sales was partially  offset by increased  sales to a new
group of  customers  in the  Philadelphia  area that we began  servicing  in the
second quarter of 2003.

Results of Operations

Thirteen weeks ended March 27, 2004 and March 29, 2003

Net sales for the thirteen weeks ended March 27, 2004 decreased $71.9 million to
$311.1 million from $383.0 million in the prior period.  Excluding  sales to A&P
during the 2003 period,  comparable  sales  increased 7.5% in the current period
mostly as a result of sales to the new customers discussed above. Other revenue,
consisting of recurring customer related services, increased to $2.6 million for
the thirteen weeks ended March 27, 2004 as compared to $2.2 million in the prior
period  resulting  from a full quarter of providing a warehousing  service for a
national manufacturer which started in the first quarter of 2003.

                                      -6-
<PAGE>


Gross margin  increased to 12.0% of net sales or $37.5  million for the thirteen
weeks ended March 27, 2004,  as compared to 10.4% of net sales or $39.8  million
for the prior period  reflecting a change in mix of both  customers and products
sold and increased other revenue from frozen warehousing services.  Factors such
as changes in customer mix, 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 quarter will continue. Caution should be taken when comparing the Company's
gross margin to that of other  companies  because other  companies,  while still
complying  with  generally  accepted   accounting   principles   ("GAAP"),   may
characterize income and expenses differently.

Warehouse expense increased as a percentage of net sales to 4.7% of net sales or
$14.8  million for the thirteen  weeks ended March 27, 2004, as compared to 4.0%
of net sales or $15.2  million  in the prior  period,  primarily  as a result of
fixed costs being compared to lower overall sales. In addition, rent expense for
the thirteen weeks ended March 27, 2004 increased approximately $.3 million as a
result of increased outside storage and occupancy costs related to the Company's
specialty food division.

Transportation  expense  increased as a  percentage  of net sales to 2.2% of net
sales or $7.0 million for the thirteen weeks ended March 27, 2004 as compared to
2.0% of net sales or $7.8 million in the prior  period  primarily as a result of
fixed costs being compared to lower overall sales.

Selling,  general and  administrative  expense increased to 2.7% of net sales or
$8.4 million for the thirteen  weeks ended March 27, 2004 as compared to 2.1% of
net sales or $8.2  million in the prior  period as a result of fixed costs being
compared to lower overall sales,  additional  expenses including salaries of $.2
million  related to the start up of the specialty food division,  and additional
pension expense of $.1 million as compared to the prior period.

There has been no change in the Company's effective tax rate of 43%.

Net income for the  thirteen  weeks  ended  March 27,  2004 was $2.4  million as
compared to net income of $3.1 million in the prior period.

EBITDA was $8.7 million for the thirteen  weeks ended March 27, 2004 as compared
to $10.4  million  in the prior  period.  While the loss of A&P was the  primary
reason for the  decline,  the  Company  incurred a $.4  million  operating  loss
attributable to the start up of its specialty food division.



                                      -7-
<PAGE>


Reconciliation of EBITDA to net income (in thousands):

                                                Thirteen weeks ended March
                                                     2004        2003
                                                    -----        ----
          EBITDA                                   $8,740      $10,420
          Less: depreciation and
             amortization of fixed assets             576          575
          Less: other amortization                    198          602
          Less: interest expense                    3,777        3,793
          Less: income tax provision                1,792        2,329
                                                    -----        -----
          Net income                               $2,397       $3,121
                                                   ======       ======

The Company has presented EBITDA supplementally because management believes this
information  enables management,  investors,  and others readers to evaluate and
compare, from period to period, the Company's results from ongoing operations in
a more  meaningful  and  consistent  manner.  We believe  net income is the most
closely comparable GAAP measure as opposed to cash flow from operations. Similar
to  net  income,  management  uses  the  EBITDA  measures  as a  measure  of the
performance of our operations  without the vagaries of  fluctuations  in working
capital  as cash flow from  operations  would.  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  statistic 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 no borrowings  under the  Company's  revolving  bank credit  facility
(excluding $6.0 million of outstanding letters of credit) at March 27, 2004. The
Company had  additional  borrowing  capacity of $84.0 million  available at that
time under the Company's then current borrowing base  availability  certificate.
The Company  paid a $10  million  dividend on March 31, 2004 and as of April 20,
2004,  the Company had $5.5  million of  borrowings  outstanding  under its bank
credit facility. 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.



                                      -8-
<PAGE>


During the thirteen weeks ended March 27, 2004, cash flows provided by operating
activities were approximately  $13.5 million,  consisting  primarily of (i) cash
generated from income before non-cash expenses of $3.5 million, (ii) an increase
in accounts payable,  accrued  expenses,  and other liabilities of $5.1 million,
(iii) reductions of accounts and notes receivables (including long-term portion)
of $2.6 million,  (iv) a reduction of prepaid  expenses of $.5 million,  and (v)
proceeds  of $2.0  million  from the  sale of note  particpations  offset  by an
increase in inventories and other assets of $.2 million.

Cash flows used in investing  activities  during the thirteen  weeks ended March
27,  2004 were  approximately  $.1  million.  $.2  million  was used for capital
expenditures  and $.1 million was  received as proceeds  from the sale of excess
trailers.  Net cash used in financing  activities of approximately $13.4 million
consisted  primarily  of $12.9  million  of net  repayments  of the bank  credit
facility and $.5 million of financing fees paid.

The  consolidated  indebtedness  of the Company  decreased to $150.2  million at
March  27,  2004 as  compared  to  $163.1  million  at  December  27,  2003  and
stockholders' equity decreased to $24.9 million at March 27, 2004 as compared to
$32.5  million at December  27, 2003 as a result of the $10.0  million  dividend
declared in March 2004 and paid March 31, 2004.

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 March 27, 2004, the Company was in compliance with its covenants.

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




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
design and operation of the Company's disclosure controls and procedures.  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 March 27,  2004.  There were no
significant  changes in the  Company's  internal  controls or other factors that
could  significantly  affect  these  controls  subsequent  to the  date of their
evaluation.




                                      -9-
<PAGE>


 II-OTHER INFORMATION

Item 5. Other Information

In March 2004,  the Company  reached an agreement for a three year term with the
union representing the frozen division warehousemen and drivers.


Item 6.  Exhibits and Reports on Form 8-K

     (a)  31.1 - Statement Under Oath of Principal  Executive  Officer Regarding
          Facts and  Circumstances  Relating  to  Exchange  Act  Filings.  Filed
          herewith.

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

          32.1 - 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




                                      -10-
<PAGE>



                                   SIGNATURES

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

                                             DI GIORGIO CORPORATION


                                       By:   /s/ Richard B. Neff
                                             -----------------------------------
                                             Richard B. Neff
                                             Co-Chairman and Chief
                                             Executive Officer

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

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


Date:    April 28, 2004



                                      -11-