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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 March 28, 1998            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 May 6, 1998, there were 78.1158 shares of Class A Common Stock and 76.8690
shares of Class B Common Stock, par value of each class $.01, outstanding.

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<PAGE>

                     DI GIORGIO CORPORATION AND SUBSIDIARIES

                                      INDEX



PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

   Consolidated Condensed Balance Sheets,
      December 27, 1997 and March 28, 1998 (Unaudited)..................      1

   Consolidated Condensed Statements of Operations,
      Thirteen Weeks Ended March 29, 1997
      and March 28, 1998 (Unaudited) ...................................      2

   Consolidated Condensed Statement of Stockholders' Deficiency,
      Thirteen Weeks Ended March 28, 1998 (Unaudited) ..................      3

   Consolidated Condensed Statements of Cash Flows,
      Thirteen Weeks Ended March 29, 1997 and
      March 28, 1998  (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 .............................      9

Signatures  ............................................................     10

<PAGE>

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

                                              December 27,   March 28,
                                                 1997         1998
                                                            (Unaudited)
                 ASSETS
Current Assets:
  Cash......................................     $2,426         $1,373
  Accounts and notes receivable-net.........     71,715         71,364
  Inventories...............................     56,121         58,760
  Prepaid expenses..........................      8,234          7,340
                                                  -----          -----
        Total current assets................    138,496        138,837
                                                -------        -------
Property, Plant & Equipment
  Cost......................................     35,837         36,440
  Accumulated depreciation..................    (13,693)       (14,425)
                                                 ------         ------
  Net.......................................     22,144         22,015
                                                 ------         ------
Long-term notes receivable..................      7,428          8,085
Deferred taxes..............................     12,266         12,266
Other assets................................     15,341         14,600
Deferred financing costs....................      5,657          5,477
Excess of costs over net assets acquired....     78,629         78,014
                                                 ------         ------
         Total assets.......................   $279,961       $279,294
                                               ========       ========
     LIABILITIES & STOCKHOLDERS' DEFICIENCY 
Current Liabilities:
  Notes payable-revolver....................    $19,669        $20,174
  Accounts payable..........................     58,899         62,653
  Accrued expenses..........................     21,098         24,287
  Notes and leases payable within one year..     15,465          8,019
                                                 ------          -----
        Total current liabilities...........    115,131        115,133
                                                -------        -------
Long-term debt..............................    159,333        159,177
Capital lease liability.....................      2,499          2,448
Other long-term liabilities.................      6,079          5,898

Stockholders' Deficiency:
  Common stock..............................          -              -
  Additional paid-in-capital................     13,002         13,002
  Accumulated deficit.......................    (16,083)       (16,364)
                                                 ------          -----
        Total stockholders' deficiency           (3,081)        (3,362)
                                                 ------         ------
         Total liabilities & stockholders'
          deficiency........................   $279,961       $279,294
                                               ========       ========

         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
                                                  -----------------------
                                                   March 29,   March 28,
                                                     1997        1998
Revenue:
  Net Sales.....................................   $264,378    $279,720
  Other Revenue.................................      1,595       1,836
                                                      -----       -----
        Total revenue...........................    265,973     281,556
Cost of products Sold...........................    237,180     252,804
                                                    -------     -------
Gross Profit-exclusive of
 warehouse expense shown below..................     28,793      28,752

  Warehouse expense.............................     10,609      11,421
  Transportation expense........................      5,422       6,161
  Selling, general and
  administrative expense........................      5,524       5,888
  Amortization-excess of cost
  over net assets acquired......................        669         615
                                                     ------       -----
Operating Income................................      6,569       4,667

  Interest expense..............................      5,709       4,776
  Amortization-deferred financing costs.........        288         180
  Other (income)-net............................     (1,043)       (519)
                                                      -----       -----
Income before income taxes and
 extraordinary items............................      1,615         230
Income taxes....................................        886         310
                                                      -----       -----
Income before extraordinary items...............        729         (80)
Extraordinary loss on extinguishment
 of debt-net of tax.............................          0        (201)
                                                      -----       -----

Net income (loss)...............................       $729       $(281)
                                                      =====       =====

         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
 December 27,
 1997            101.62  $ --  100.00  $ --   $13,002  ($16,083) ($3,081)

Net loss            --    --      --    --       --        (281)    (281)
                 ------  ----  ------  ----  -------    -------    ------
Balance at
 March 28,
 1998            101.62  $ --  100.00  $ --   $13,002  ($16,364) ($3,362)
                 ======  ====  ======  ====   =======   =======   ======

         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 28,
                                                   1997          1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...............................    $729         ($281)
Adjustments to reconcile net income (loss) to net
 cash provided by (used in) operating activities
   Extraordinary loss on extinguishment
    of debt-net of tax..........................       0           201
   Depreciation and amortization................   1,147           733
   Amortization.................................   1,088         1,300
   Provision for bad debts......................     375           375
   Increase in prepaid pension cost.............     (75)          (75)
   Noncash interest expense.....................   1,544             0
Changes in assets and liabilities:
  (Increase) decrease in:
   Accounts & notes receivable..................  (4,291)          (24)
   Inventory....................................  (2,431)       (2,639)
   Prepaid expenses.............................     579           894
   Long-term receivables........................  (1,322)         (657)
   Others assets................................    (143)           46
 (Decrease) increase in:
   Accounts payable, accrued expenses and
    other liabilities...........................   2,462         6,896
                                                  ------        ------
Net cash provided by (used in)
 operating activities...........................    (338)        6,769
                                                   -----         -----
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment.......    (413)         (339)
                                                   -----           ---
Net cash used in investing activities...........    (413)         (339)
                                                   -----         -----
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under revolving line-of-credit...   1,633           505
Capital lease payments..........................    (579)       (7,497)
Premiums paid on redemption of 12% notes........       0          (335)
Long-term debt payments.........................    (318)         (156)
                                                   -----         -----
Net cash provided by (used in)
 financing activities...........................     736        (7,483)
                                                   -----         -----
Decrease in cash................................     (15)       (1,053)
Cash at beginning of period.....................   1,749         2,426
                                                   -----         -----
Cash at end of period...........................  $1,734        $1,373
                                                   =====         =====
Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest....................................  $7,043        $1,180
                                                   =====         =====
    Income Taxes (Refunds)......................     $72          ($29)
                                                   =====         =====

         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 28, 1998, the consolidated
condensed   statements  of  operations  for  the  thirteen   weeks  ended,   the
consolidated  condensed  statements  of cash flows for the thirteen  weeks ended
March 29, 1997 and March 28, 1998, and stockholders' deficiency for the thirteen
weeks  ended  March 28,  1998,  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, 1997 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.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In February 1998, the FASB issued  Statement of Financial  Accounting  Standards
No. 132 Employers' Disclosures about Pensions and Other Postretirement  Benefits
("SFAS No. 132"),  which will be effective for  financial  statements  beginning
after  December  15,  1997.  SFAS No. 132 revises  employers'  disclosure  about
pension  and  other  postretirement  benefit  plans.  It  does  not  change  the
measurement or  recognition of those plans.  The Company will adopt SFAS No. 132
in Fiscal  1998 and  believes  it will impact the  financial  statements  to the
extent that it is necessary to provide additional disclosure about the Company's
pensions and other postretirement benefits.



                                       -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 March 28, 1998 and March 29, 1997

Net sales for the  thirteen  weeks ended  March 28, 1998 were $279.7  million as
compared to $264.4  million for the thirteen  weeks ended March 29,  1997.  This
5.8% increase in net sales reflects  increased  sales of frozen food products to
an  additional  division of an  existing  customer  which began in August  1997,
partially  offset by the absence of sales  related to a  temporary  supplemental
third party supply arrangement that took place in the prior period.

Other revenue,  consisting of recurring customer related services,  increased to
$1.8  million  for the  thirteen  weeks ended March 28, 1998 as compared to $1.6
million in the prior period.

Gross margin (excluding  warehouse  expense)  decreased to 10.3% of net sales or
$28.8  million for the thirteen  weeks ended March 28, 1998 as compared to 10.9%
of net sales or $28.8 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  decrease  in
promotional  activities,  changes in product mix,  additions of high volume, low
margin  customers,  or  competitive  pricing  pressures  may continue to have an
effect on gross margin.

Warehouse expense increased as a percentage of net sales to 4.1% of net sales or
$11.4 million for the thirteen weeks ended March 28, 1998 as compared to 4.0% of
net sales or $10.6 million for the prior period strictly  because of the amended
grocery  facility  lease.  In November  1997,  the  Company  amended its grocery
facility  lease,  adding  additional  leased  property,  extending the term, and
increasing  the annual  obligations.  The changes in the provisions of the lease
resulted in the amended  lease being treated as a new lease and accounted for as


                                       -6-

<PAGE>



an operating lease. Had the terms of the lease not changed, warehouse expense as
a  percentage  of sales  would have  decreased  to 3.9% of sales in the  current
period.

Transportation  expense  increased  to 2.2% of net sales or $6.2 million for the
thirteen  weeks  ended  March 28,  1998 as compared to 2.1% of net sales or $5.4
million in the prior period.

Selling,  general and  administrative  expense remained  constant at 2.1% of net
sales or $5.9 million for the thirteen weeks ended March 28, 1998 as compared to
2.1% of net sales or $5.5 million for the prior period.

Other  income,  net of other  expenses,  decreased  to $519,000 for the thirteen
weeks ended March 28, 1998 as compared to $1.0 million for the prior period. The
decline  reflects  (i) a lower  level of  interest  income  as a  result  of the
repayment  of the Rose  Partner  note  receivable  (repaid in June  1997)  which
accounted  for  $262,000  of  interest  income  in the  prior  period  and  (ii)
approximately  $235,000 of rental income relating to the Farmingdale facility in
the prior period. The Farmingdale facility was sold in August 1997.

Interest  expense  decreased to $4.8 million for the thirteen  weeks ended March
28, 1998 from $5.7 million for the prior period.  The comparative  decrease is a
result of lower  average  outstanding  levels of the  Company's  funded debt and
lower average  interest  rates as a result of the Company's  refinancing in June
1997.

The Company  recorded  an income tax  provision  of  $310,000,  resulting  in an
effective income tax rate of 135% for the thirteen weeks ended March 28, 1998 as
compared to a provision of $886,000 resulting in an effective rate of 55% 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 losses 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 a net loss for the thirteen  weeks ended March 28, 1998 of
$281,000  including  an  extraordinary  loss  on the  extinguishment  of debt of
$201,000 net of tax, as compared to net income of $729,000 for the prior period.


Liquidity and Capital Resources

Cash flows from operations and amounts available under the Company's bank credit
facility are the Company's  principal  sources of liquidity.  The Company's bank
credit  facility  will mature on June 30, 2000 and bears  interest at a rate per
annum equal to (at the Company's option): (i) the Euro Dollar Offering Rate plus
2.25% or (ii) Bankers Trust  Company's prime rate plus 0.75%.  Borrowings  under
the  Company's  revolving  bank credit  facility were $20.2 million at March 28,
1998.  Additional borrowing capacity of $58.0 million was available at that time
under the  Company's  borrowing  base formula.  The Company  believes that these
sources will be adequate to meet its anticipated working capital needs,  capital
expenditures, and debt service requirements during fiscal 1998.

During the thirteen weeks ended March 28, 1998, cash flows provided by operating
activities  were $6.8 million,  consisting  primarily of (i) cash generated from

                                       -7-

<PAGE>



income before  extraordinary items and non-cash expenses and (ii) an increase in
accounts payable, accrued expenses and other liabilities of $6.9 million, offset
by an increase in inventory of $2.6 million.

Cash flows used in investing  activities  during the thirteen  weeks ended March
28, 1998 were  approximately  $339,000,  which was used  exclusively for capital
expenditures.  Net cash  used in  financing  activities  of  approximately  $7.5
million was utilized to redeem the balance of the  Company's 12% senior notes on
March 26, 1998.  The  redemption  included a mandatory  4.5% premium  ($335,000)
which resulted in a $201,000  extraordinary loss net of tax. As a result of this
redemption,  the  Company  expects to save  approximately  $250,000  in interest
expense  annually  given the current  difference  in interest  rates between the
notes redeemed and the Company's bank credit facility.

Earnings before interest expense,  income taxes,  depreciation and amortization,
and non-recurring charges such as extraordinary gains or losses ("EBITDA"),  was
$7.0 million  during the thirteen weeks ended March 28, 1998 as compared to $9.3
million in the prior period.  This decrease in EBITDA reflected a combination of
decreased  gross margins,  the sale of the  Farmingdale  property in August 1997
which  contributed  approximately  $400,000 to the prior period's EBITDA and the
treatment  of the  grocery  facility  lease  which  contributed  $720,000 of the
difference.

The  consolidated  indebtedness  of the Company  decreased to $189.8  million at
March 28, 1998 as compared to $197.0 million at December 27, 1997. Stockholders'
deficiency  was $3.4  million on March 28, 1998 as compared to a  deficiency  of
$3.1 million on December 27, 1997.

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 and minimum net worth.  The  Company and its banks  amended the  interest
coverage ratio test for the remaining term of the bank credit  facility in March
1998. As of March 28, 1998, 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 10% Notes.

Subsequent events

On April 1, 1998,  the Company sold its Garden City facility for $14.5  million.
The Company  utilized a portion of the proceeds to repay a $ 7.2 million note on
the  building  and $1.7  million  was used to acquire the land for resale at the
closing.  After expenses the Company used the remaining approximate $5.0 million
to repay a portion of its bank credit facility. As part of the transaction,  the
Company  will lease the Garden  City  facility  for a minimum of two years.  The
Company intends to increase its cold storage business at that facility,  as well
as use it as a secondary frozen food distribution center.

In April 1998,  the Company  began  shipping  frozen food  product  from its new
frozen food facility in Carteret, NJ.

In May 1998, the Company repurchased and retired into treasury $5 million of its
outstanding common stock on a prorata basis.

                                       -8-

<PAGE>

                              II-OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K

         (a)      Amendment  No.  11,  dated  as of  March  25,  1998 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




                                       -9-

<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:    May 6, 1998



                                      -10-