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 July 1, 2000

     [ ]  Transition  report  pursuant to Section 13 or 15(d) Of The  Securities
     Exchange Act of 1934

     For the transition period from ______ to _____

     Commission File Number: 1-1790



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


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

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

                                 (732) 541-5555
              (Registrant's Telephone Number, Including Area Code)











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


   As of August 2, 2000, there were outstanding 78.1158 shares of Class A Common
Stock and 76.8690 shares of Class B Common Stock.

<PAGE>


                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.       Financial Statements

   Consolidated Condensed Balance Sheets,
     January 1, 2000 and July 1, 2000 (Unaudited)............................1

   Consolidated Condensed Statements of Operations,
     Twenty-Six Weeks and Thirteen Weeks Ended
     July 3, 1999 and July 1, 2000 (Unaudited)...............................2

   Consolidated Condensed Statement of Stockholders' Equity,
     Twenty-Six Weeks Ended July 1, 2000 (Unaudited).........................3

   Consolidated Condensed Statements of Cash Flows,
     Twenty-Six Weeks Ended July 3, 1999 and
     July 1, 2000  (Unaudited) ..............................................4

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

Item 2.       Management's Discussion and Analysis of Financial Condition
     and Results of Operations...............................................6


PART II. OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K ..............................11

Signatures...................................................................12


<PAGE>



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

                                                        January, 1   July, 1
                                                          2000         2000
                                                                    (Unaudited)
                     ASSETS
Current Assets:
   Cash...............................................      $988       $1,391
   Accounts and notes receivable-net..................    88,845       90,727
   Inventories........................................    61,546       63,060
   Deferred taxes.....................................     7,655        4,542
   Prepaid expenses...................................     2,633        4,758
                                                           -----        -----
        Total current assets..........................   161,667      164,478
                                                         -------      -------

Property, Plant & Equipment
   Cost...............................................    21,595       23,417
   Accumulated depreciation...........................   (11,357)     (12,235)
                                                          ------       ------
   Net................................................    10,238       11,182
                                                          ------       ------

Long-term notes receivable............................    11,386       17,328
Other assets..........................................    11,719       10,958
Deferred financing costs..............................     4,652        4,248
Excess of costs over net assets acquired..............    73,744       72,531
                                                          ------       ------
         Total assets.................................  $273,406     $280,725
                                                        ========     ========

     LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Notes payable-revolver.............................    $6,782       $8,489
   Accounts payable ..................................    72,410       76,398
   Accrued expenses ..................................    25,911       27,129
   Notes and leases payable within one year...........       167          117
                                                             ---          ---
     Total current liabilities........................   105,270      112,133
                                                         -------      -------

Long-term debt .......................................   155,000      155,000
Capital lease liability...............................     2,120        2,085
Other long-term liabilities...........................     5,048        3,332
Minority interest.....................................        --          305
Stockholders' Equity:
   Common stock.......................................        --           --
   Additional paid-in-capital.........................     8,002        8,002
   Accumulated deficit................................    (2,034)        (132)
                                                         -------        -----
     Total stockholders' equity.......................     5,968        7,870
                                                           -----        -----
         Total liabilities & stockholders' equity.....  $273,406     $280,725
                                                        ========     ========


            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
                                   -------------------- ----------------------
                                    July 3,    July 1,   July 3,   July 1,
                                     1999       2000       1999      2000
Revenue:
  Net sales....................... $346,245   $370,623   $701,053   $730,503
  Other revenue...................    2,022      1,684      4,080      3,603
                                      -----      -----      -----      -----
        Total revenue.............  348,267    372,307    705,133    734,106
Cost of products sold.............  314,552    336,585    637,005    663,048
                                    -------    -------    -------    -------
Gross profit-exclusive of
 warehouse expense shown below....   33,715     35,722     68,128     71,058

  Warehouse expense...............   12,810     12,905     26,540     26,013
  Transportation expense..........    6,539      6,926     13,376     13,880
  Selling, general and
  administrative expense..........    6,543      7,563     13,114     14,831
  Amortization-excess of cost
  over net assets acquired........      607        607      1,213      1,213
                                      -----      -----      -----      -----
Operating income..................    7,216      7,721     13,885     15,121

  Interest expense................    4,183      4,001      8,536      8,079
  Amortization-deferred financing
   costs..........................      180        194        360        404
  Minority interest...............       --          7         --         11
  Other (income)-net..............     (618)      (735)    (1,309)    (1,438)
                                      -----      -----      -----      -----
Income before income taxes........    3,471      4,254      6,298      8,065
Income tax expense ...............    1,607      1,920      2,956      3,663
                                      -----      -----      -----      -----

Net income .......................   $1,864     $2,334     $3,342     $4,402
                                      =====      =====      =====      =====

         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)

                                           Additional  (Accumulated
                   Class A       Class B     Paid-In  Deficit)/Retained
                 Common Stock  Common Stock  Capital      Earnings     Total
                 ------------  ------------  -------      --------     -----
                 Shares Amount Shares Amount
Balance at
 January 1,
 2000           78.1158  $ --  76.8690  $ --  $ 8,002      ($2,034)   $5,968

Net income           --    --       --    --       --        4,402     4,402

Dividend             --    --       --    --       --       (2,500)   (2,500)
                -------  ----  -------  ----  -------      -------     -----

Balance at
 July 1,
 2000           78.1158  $ --  76.8690  $ --  $ 8,002        ($132)   $7,870
                =======  ====  =======  ====  =======        =====    ======






            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
                                                   -----------------------
                                                      July 3,    July 1,
                                                       1999       2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...........................................  $3,342       $4,402
Adjustments to reconcile net income to net
   cash provided by operating activities
   Depreciation and amortization.....................     783        1,022
   Amortization......................................   2,644        2,538
   Provision for doubtful accounts...................     600          600
   Non cash pension income...........................      --         (200)
   Deferred taxes....................................   2,956        3,113
Changes in assets and liabilities:
   (Increase) decrease in:
   Accounts & notes receivable.......................  (5,093)      (2,482)
   Inventory.........................................     899       (1,514)
   Prepaid expenses..................................  (1,198)      (2,125)
   Long-term receivables.............................  (3,536)      (5,942)
   Others assets.....................................      44           40
   Increase (decrease) in:
   Accounts payable..................................     (54)       3,988
   Accrued expenses and other liabilities............   1,219         (498)
                                                        -----         ----
Net cash provided by operating activities............   2,606        2,942
                                                        -----        -----

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment............  (1,238)      (1,966)
                                                        -----        -----
Net cash used in investing activities................  (1,238)      (1,966)
                                                        -----        -----

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under revolving line-of-credit........  (1,276)       1,707
Capital lease payments...............................    (104)         (85)
Dividends paid.......................................      --       (2,500)
Net effect of minority interest......................      --          305
                                                           --          ---
Net cash used in financing activities................  (1,380)        (573)
                                                        -----          ---

Increase (decrease) in cash..........................     (12)         403
Cash at beginning of period..........................     459          988
                                                          ---          ---

Cash at end of period................................    $447       $1,391
                                                         ====       ======

Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
     Interest........................................  $8,559       $8,073
                                                       ======       ======
     Income Taxes....................................    $147         $522
                                                         ====         ====


            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 1, 2000, the consolidated
condensed  statements of operations for the twenty-six  weeks ended July 3, 1999
and July 1, 2000, the  consolidated  condensed  statements of cash flows for the
twenty-six weeks ended July 3, 1999 and July 1, 2000, and consolidated condensed
statement of  stockholders'  equity for the twenty-six weeks ended July 1, 2000,
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 1,
2000 and Form  10-Q  for the  quarter  ended  April  1,  2000 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 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; and changes in, or failure to comply with government regulations.

Results of Operations

Thirteen weeks ended July 1, 2000 and July 3, 1999

Net sales for the thirteen  weeks ended July 1, 2000 rose 7.0% to $370.6 million
as  compared  to  $346.2  million  for the  thirteen  weeks  ended  July 3, 1999
primarily as a result of increased sales to existing  customers.  Other revenue,
consisting of recurring customer related services, decreased to $1.7 million for
the  thirteen  weeks ended July 1, 2000 as compared to $2.0 million in the prior
period.  This modest  decrease was a result of storage income at the Garden City
and Kearny  facilities in the prior period which ceased operations in the second
and third quarters of 1999.

Gross margin  (excluding  warehouse  expense)  decreased to 9.6% of net sales or
$35.7  million for the thirteen  weeks ended July 1, 2000 as compared to 9.7% of
net sales or $33.7 million for the prior period,  as a result of a change in mix
of products  sold. The Company has, and will continue to, take steps to maintain
and  improve its  margins.  Despite the  Company's  efforts,  the mix of product
sought by customers and  competitive  pricing  pressures may continue to have an
effect on gross margin.

Warehouse expense decreased as a percentage of net sales to 3.5% of net sales or
$12.9  million for the thirteen  weeks ended July 1, 2000 as compared to 3.7% of
net sales or $12.8 million due to the  inclusion of expenses  related to the now
closed  Garden City and Kearny  warehouses  in the prior  period.  Excluding all
expenses relating to these facilities,  warehouse expense would have remained at
3.5% of net sales.

Transportation  expense  remained  at 1.9% of net sales or $6.9  million for the
thirteen  weeks  ended  July 1,  2000 as  compared  to 1.9% of net sales or $6.5
million in the prior period.

                                      -6-
<PAGE>

Selling,  general and  administrative  expense increased to 2.0% of net sales or
$7.6  million for the  thirteen  weeks ended July 1, 2000 as compared to 1.9% of
net sales or $6.5 million for the prior  period due in part to costs  associated
with (i) EasyGrocer.com, (ii) increased professional fees and employee benefits,
and (iii) the relocation of and related  ongoing  expenses  associated  with the
Company's data processing center.

Interest expense  decreased to $4.0 million for the thirteen weeks ended July 1,
2000 from $4.2  million for the prior  period due to lower  average  outstanding
levels of the Company's debt.

The Company  recorded an income tax provision of $1.9  million,  resulting in an
effective  income tax rate of 45% for the  thirteen  weeks ended July 1, 2000 as
compared to a provision of $1.6 million resulting in an effective rate of 46% 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 until the fourth  quarter
of 2000.

The Company  recorded  net income for the  thirteen  weeks ended July 1, 2000 of
$2.3 million as compared to a net income of $1.9 million in the prior period, an
increase of approximately 25%.


Twenty-six weeks ended July 1, 2000 and July 3, 1999

Net  sales  for the  twenty-six  weeks  ended  July 1,  2000 rose 4.2% to $730.5
million as compared to $701.1  million  for the  twenty-six  weeks ended July 3,
1999  primarily  as a result of  increased  sales to existing  customers.  Other
revenue,  consisting of recurring  customer related services,  decreased to $3.6
million for the twenty-six  weeks ended July 1, 2000 as compared to $4.1 million
in the prior period.  This modest decrease was a result of storage income at the
Garden City and Kearny facilities in the prior period which ceased operations in
the second and third quarters of 1999.

Gross  margin  (excluding  warehouse  expense)  remained at 9.7% of net sales or
$71.0 million for the twenty-six weeks ended July 1, 2000 as compared to 9.7% of
net sales or $68.1  million  in the prior  period.  The  Company  has,  and will
continue  to,  take steps to  maintain  and  improve  its  margins.  Despite the
Company's  efforts,  the mix of  product  sought by  customers  and  competitive
pricing pressures may continue to have an effect on gross margin.

Warehouse expense decreased as a percentage of net sales to 3.6% of net sales or
$26.0 million for the twenty-six weeks ended July 1, 2000 as compared to 3.8% of
net sales or $26.5 million due to the  inclusion of expenses  related to the now
closed  Garden City and Kearny  warehouses  in the prior  period.  Excluding all
expenses relating to these facilities,  warehouse expense would have remained at
3.5% of net sales.

Transportation  expense  remained at 1.9% of net sales or $13.9  million for the
twenty-six  weeks  ended July 1, 2000 as  compared to 1.9% of net sales or $13.4
million in the prior period.

Selling,  general and  administrative  expense increased to 2.0% of net sales or
$14.8 million for the twenty-six weeks ended July 1, 2000 as compared to 1.9% of
net sales or $13.1 million for the prior period due in part to costs  associated


                                      -7-
<PAGE>

with (i) EasyGrocer.com, (ii) increased professional fees and employee benefits,
and, and (iii) the relocation of and related  ongoing  expenses  associated with
the Company's data processing center.

Interest  expense  decreased to $8.1 million for the twenty-six weeks ended July
1, 2000 from $8.5 million for the prior period due to lower average  outstanding
levels of the Company's debt.

The Company  recorded an income tax provision of $3.7  million,  resulting in an
effective  income tax rate of 45% for the twenty-six weeks ended July 1, 2000 as
compared to a provision of $3.0 million resulting in an effective rate of 47% 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 until the fourth  quarter
of 2000.

The Company  recorded net income for the twenty-six  weeks ended July 1, 2000 of
$4.4 million as compared to a net income of $3.3 million in the prior period, an
increase of approximately 32%.

Liquidity and Capital Resources

Cash flows from operations and amounts available under the Company's $90 million
bank credit  facility are the  Company's  principal  sources of  liquidity.  The
Company  believes  that these  sources will be adequate to meet its  anticipated
working capital needs,  capital  expenditures,  dividend payments,  if any, debt
service, and other cash requirements during the next twelve months.

The Company's  bank credit  facility is scheduled to mature on June 30, 2004 and
bears interest at a rate per annum equal to (at the Company's  option):  (i) the
Euro dollar offering rate plus 1.625% or (ii) the bank's prime rate.  Borrowings
under the Company's  revolving bank credit facility were $8.5 million (excluding
$5.1 million of outstanding  letters of credit) at July 1, 2000. The Company had
additional  borrowing capacity of $72.1 million available at that time under the
Company's then current borrowing base availability certificate.

In April 2000,  the Company  declared  and paid a $2.5  million  dividend to its
shareholders.  Also in April  2000,  the  Company  extended  approximately  $8.4
million in additional loans to customers.

During the twenty-six weeks ended July 1, 2000, cash flows provided by operating
activities  were $2.9 million,  consisting  primarily of (i) cash generated from
income  before  non-cash  expenses  and (ii) an increase  in  accounts  payable,
accrued expenses and other liabilities of $3.4 million, offset by an increase in
(i)  accounts  and notes  receivable  of $8.4  million,  (ii)  inventory of $1.5
million and (iii) prepaid expenses of $2.1 million.

Cash flows used in investing  activities  during the twenty-six weeks ended July
1, 2000 were approximately $2.0 million, which were used exclusively for capital
expenditures.  Net cash used in financing  activities of approximately $ 573,000
consisted primarily of borrowings under the bank credit facility of $1.7 million
offset by a dividend payment of $2.5 million.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and  amortization,  was $19.7 million during the twenty-six  weeks ended July 1,
2000 as  compared  to  $18.3  million  in the same  period  of the  prior  year.


                                      -8-
<PAGE>

Excluding the additional  expense related to the shutdown and abandonment of the
Garden City facility in the first quarter of 2000,  EBITDA would have been $20.1
million  in the first six  months of 2000.  The  Company  has  presented  EBITDA
supplementally  because management believes this information is useful given the
significance of the Company's  depreciation  and amortization and because of its
highly leveraged  financial  position.  This data should not be considered as an
alternative  to any measure of  performance  or liquidity as  promulgated  under
generally  accepted  accounting  principles  (such  as net  income/loss  or cash
provided by/used in operating,  investing and financing activities),  nor should
they  be  considered  as  an  indicator  of  the  Company's   overall  financial
performance.  Also, the EBITDA  definition  used herein may not be comparable to
similarly titled measures reported by other companies.

The  consolidated  indebtedness  of the  Company  increased  slightly  to $165.7
million at July 1, 2000 as compared to $164.1  million at January 1, 2000. As of
July 3, 1999 consolidated indebtedness was $176.7 million.

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 1, 2000, 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.


EasyGrocer.com

Through its website,  EasyGrocer.com,  the Company has  developed a  proprietary
electronic  commerce  system with the specific  needs of its customers and their
retail  consumers  in mind.  It allows  consumers to do their  grocery  shopping
online 24 hours a day from the convenience of their home or office.  Unlike many
other services,  EasyGrocer.com is a network of local grocery merchants familiar
with  the  specific  needs,  including  ethnic  products,  of  their  respective
communities.  Consumers are able to shop the full  inventory of specific  stores
they have  frequented in the past. All products  offered by the  supermarket are
available, including groceries, meat, produce, dairy, frozen food and health and
beauty aids. Orders may be delivered or picked up at the store.

Once on-line,  the consumer is presented with a list of participating stores and
the entire  selection of products  offered by the store  selected.  Just as in a
supermarket,  weekly specials can be offered to internet customers. Employees of
the store will select the order and will either  deliver to or have it available
for  pickup by the  consumer.  Payment  will be by means of secure  credit  card
transmission  over the  internet.  Electronic  mailing of ad flyers and coupons,
specifically  geared to a particular  shopper's buying history, is contemplated.
The plan is to give the consumer the same  selection and  flexibility  as in the
supermarket, but with added convenience.

Through June 2000, the number of participating stores has more than tripled from
the beginning of the year, including non-White Rose customers currently supplied
by a  competing  national  wholesaler.  At the  present  time,  EasyGrocer.com's
service area is  concentrated  in New York City,  Long Island,  and  Westchester
County in New York and parts of New  Jersey  and  Pennsylvania.  The  Company is
making efforts to broaden this area.

                                      -9-
<PAGE>

Average  order size was $79.87 in June 2000,  a  significant  increase  over the
participating  stores'  average  order size.  EasyGrocer.com  has  entered  into
strategic  alliances  with both  Yahoo and  EdificeRex  to further  enhance  its
customer base. The Company intends to continue these  alliances  through the end
of 2000, as well as to use more  traditional  media  campaigns such as radio and
newspaper advertising.  The Company expects to spend less than $1 million during
the remainder of 2000 in support of EasyGrocer.com's marketing strategies.





                                      -10-
<PAGE>


 II-OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (b)      Reports on Form 8-K.      None




                                      -11-
<PAGE>



                                   SIGNATURES


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




                                                   DI GIORGIO CORPORATION


                                             By:   /s/ 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 2, 2000


                                      -12-