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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 October 2, 1999            Commission File No. 1-1790

                                   ----------

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

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


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 October 29, 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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                     DI GIORGIO CORPORATION AND SUBSIDIARIES



                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.       Financial Statements

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

     Consolidated Condensed Statements of Operations,
         Thirty-Nine Weeks and Thirteen Weeks Ended
         September 26, 1998 and October 2, 1999 (Unaudited) .................2

     Consolidated Condensed Statement of Stockholders'
         Equity (Deficiency), Thirty-Nine Weeks Ended
         September 26, 1998 (Unaudited) .....................................3

     Consolidated Condensed Statements of Cash Flows,
         Thirty-Nine Weeks Ended September 26, 1998 and
         October 2, 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




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

                                                    January 2,    October 2,
                                                       1999          1999
                                                                  (Unaudited)
                 ASSETS
Current Assets:
  Cash........................................          $459         $9,089
  Accounts and notes receivable-net...........        83,012         90,261
  Inventories.................................        60,482         59,782
  Deferred Taxes..............................        11,283          6,469
  Prepaid expenses............................         3,055          3,619
                                                       -----          -----
        Total current assets..................       158,291        169,220
                                                     -------        -------

Property, Plant & Equipment
  Cost........................................        18,652         19,797
  Accumulated depreciation....................       (10,319)       (10,985)
                                                      ------         ------
  Net.........................................         8,333          8,812
                                                      ------         ------

Long-term notes receivable....................        11,844         13,454
Deferred taxes................................         2,063          2,063
Other assets..................................        13,193         11,804
Deferred financing costs......................         4,935          4,849
Excess of costs over net assets acquired......        76,169         74,350
                                                      ------         ------
         Total assets.........................      $274,828       $284,552
                                                    ========       ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY)
 Current Liabilities:
  Notes payable-revolver......................       $20,628         $9,999
  Accounts payable............................        71,616         79,003
  Accrued expenses............................        24,719         32,856
  Notes and leases payable within one year....           211            180
                                                       -----          -----
        Total current liabilities.............       117,174        122,038
                                                     -------        -------

Long-term debt................................       155,000        155,000
Capital lease liability.......................         2,288          2,162
Other long-term liabilities...................         4,067          3,469

Stockholders' equity (deficiency):
  Common stock................................             -              -
  Additional paid-in-capital..................         8,002          8,002
  Accumulated deficit.........................       (11,703)        (6,119)
                                                      ------          -----
        Total stockholders' equity (deficiency)       (3,701)         1,883
                                                      ------         ------
         Total liabilities &
          stockholder's equity (deficiency)...      $274,828       $284,552
                                                    ========       ========
         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  Thirty-Nine weeks ended
                           --------------------  -----------------------
                            Sept 26,     Oct 2,   Sept 26,     Oct 2,
                             1998         1999      1998        1999

Revenue:
 Net sales..................$280,360    $337,306   $844,611   $1,038,359
 Other revenue..............   1,991       1,838      5,501        5,918
                               -----       -----      -----        -----
        Total revenue....... 282,351     339,144    850,112    1,044,277
Cost of products sold....... 253,612     305,232    763,147      942,237
                             -------     -------    -------      -------

Gross profit-exclusive of
 warehouse expense shown
 below......................  28,739      33,912     86,965      102,040

  Warehouse expense.........  12,557      12,457     36,582       38,997
  Transportation expense....   6,050       6,580     18,200       19,956
  Selling, general and
  administrative expense....   5,424       6,540     17,133       19,654
  Amortization-excess of cost
  over net assets acquired..     615         606      1,845        1,819
                               -----       -----     ------        -----
Operating income............   4,093       7,729     13,205       21,614

  Interest expense..........   4,496       4,120     13,592       12,656
  Amortization-deferred
   financing costs..........     180         180        540          540
  Other (income)-net........  (7,835)       (671)    (8,912)      (1,980)
                               -----       -----      -----        -----
Income before income taxes and
  extraordinary items.......   7,252       4,100      7,985       10,398
Income tax expense..........   3,119       1,858      3,849        4,814
                               -----       -----      -----        -----
Income before
 extraordinary items........   4,133       2,242      4,136        5,584
Extraordinary loss on
 extinguishment of
 debt-net of tax............       0           0       (201)           0
                                 ---         ---        ---          ---

Net income..................  $4,133      $2,242     $3,935       $5,584
                               =====       =====      =====        =====

         See Notes to Consolidated Condensed Financial Statements


                                     - 2 -
<PAGE>



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

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

Net income           --    --        --    --        --      5,584     5,584
                 ------  ----    -------  ----  -------    -------    ------
Balance at
 October 2,
 1999            78.1158 $ --    78.8690 $ --   $ 8,002    ($6,119)   $1,883
                 ======= ====    =======  ====  =======    =======    ======

         See Notes to Consolidated Condensed Financial Statements


                                     - 3 -
<PAGE>


                     DI GIORGIO CORPORATION and SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
                                                      Thirty-nine weeks ended
                                                     Sept 26, 1998 Oct 2, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ...............................................  $3,935     $5,584
Adjustments to reconcile net income to net cash
 provided by operating activities
   Extraordinary loss on debt extinguishment-net..........     201          0
   Depreciation and amortization..........................   1,951      1,107
   Amortization...........................................   4,033      3,966
   Provision for doubtful accounts........................     825        900
   Increase in prepaid pension cost.......................    (225)      (200)
   Deferred taxes.........................................       0      4,814
   Impairment loss on leasehold improvements..............   3,000          0
   Gain on sale of Garden City facility...................  (3,400)         0
Changes in assets and liabilities:
  (Increase) decrease in:
   Accounts & notes receivable............................  (6,740)    (8,149)
   Inventory..............................................   3,401        700
   Prepaid expenses.......................................    (239)      (564)
   Long-term receivables..................................    (167)    (1,610)
   Others assets..........................................    (138)       (20)
 Increase in:
   Accounts payable.......................................   4,668      7,387
   Accrued expenses and other liabilities.................   8,213      7,537
                                                            ------     ------
Net cash provided by operating activities.................  19,318     21,452
                                                            ------     ------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment.................  (2,782)    (1,586)
Net proceeds from Garden City facility sale...............  13,867          0
                                                            ------     ------
Net cash provided by (used in) investing activities.......  11,085     (1,586)
                                                            ------     ------
CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit.............  (5,912)   (10,629)
Financing fees paid.......................................       0       (450)
Premiums paid in connection with debt redemption..........    (335)         0
Capital stock repurchase..................................  (5,000)         0
Long-term debt payments................................... (19,602)         0
Capital lease payments....................................    (146)      (157)
                                                           -------    -------
Net cash used in financing activities..................... (30,995)   (11,236)
                                                            ------     ------
Increase (decrease)in cash................................    (592)     8,630
Cash at beginning of period...............................   2,426        459
                                                             -----      -----
Cash at end of period.....................................  $1,834     $9,089
                                                             =====      =====
Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
    Interest............................................... $10,135    $8,828
                                                             ======    ======
    Income taxes (refunds).................................     ($2)     $157
                                                                ===      ====

            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 October 2, 1999, the consolidated
condensed  statements of operations for the thirteen  weeks and the  thirty-nine
weeks ended September 26, 1998 and October 2, 1999, the  consolidated  condensed
statements of cash flows for the thirty-nine  weeks ended September 26, 1998 and
October 2, 1999, and  stockholders'  deficiency for the thirty-nine  weeks ended
October 2, 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  periods  ended April 3, 1999 and July
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.


                                     - 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 October 2, 1999 and September 26, 1998

Net sales for the thirteen  weeks ended  October 2, 1999 were $337.3  million as
compared to $280.4 million for the thirteen weeks ended September 26, 1998. This
20.3%  increase in net sales  primarily  reflects sales to several new customers
operating  supermarkets  under  the  Foodtown  banner  that  the  Company  began
servicing  in late  December  1998,  as  well as  increased  sales  to  existing
customers.

Other revenue,  consisting of recurring customer related services,  decreased to
$1.8  million for the thirteen  weeks ended  October 2, 1999 as compared to $2.0
million in the prior period. The decline reflects the cessation of the Company's
storage  businesses  in Garden  City,  NY and  Kearny,  NJ  partially  offset by
additional other revenues.

Gross margin (excluding  warehouse  expense)  decreased to 10.1% of net sales or
$33.9 million for the thirteen  weeks ended October 2, 1999 as compared to 10.3%
of net sales or $28.7 million for the prior  period,  as a result of a change in
mix of both  customers  and products  sold.  As compared to the first and second
quarters of 1999,  gross profit  increased  from 9.7% of net sales.  The Company
has,  and will  continue  to take steps to maintain  and  improve  its  margins;
however, 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 $12.5
million for the thirteen  weeks ended October 2, 1999 as compared to 4.5% of net
sales or $12.6 million in the prior period reflecting the combined effect of (i)


                                     - 6 -
<PAGE>


applying  largely fixed costs to higher revenues and (ii) the elimination of the
costs of operating two frozen food facilities as operations ceased at the Garden
City facility in April 1999.

Transportation  expense  decreased  to 2.0% of net sales or $6.6 million for the
thirteen  weeks  ended  October 2, 1999 as compared to 2.2% of net sales or $6.1
million  in the prior  period due to  greater  efficiencies  and a change in the
Company's customer base.

Selling,  general and  administrative  expense remained  constant at 1.9% of net
sales or $6.5 million for the thirteen  weeks ended  October 2, 1999 as compared
to 1.9% of net sales or $5.4 million for the prior period.

Other income,  net of other expenses,  was $671,000 for the thirteen weeks ended
October 2, 1999 as compared  to $596,000  for the prior  period,  excluding  the
recording of $7.2 million of income in the prior period from Fleming  Companies,
Inc.

Interest expense  decreased to $4.1 million for the thirteen weeks ended October
2, 1999 from $4.5 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 $1.9  million,  resulting in an
effective income tax rate of 45% for the thirteen weeks ended October 2, 1999 as
compared to a provision of $3.1 million resulting in an effective rate of 43% 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 October 2, 1999 of
$2.2 million as compared to net income of $4.1 million in the prior period.

Thirty-nine weeks ended September 26, 1998 and October 2, 1999

Net sales for the thirty-nine  weeks ended October 2, 1999 were $1,038.4 million
as compared to $844.6  million for the  thirty-nine  weeks ended  September  26,
1998. This 22.9% increase in net sales  primarily  reflects sales to several new
customers  operating  supermarkets  under the  Foodtown  banner that the Company
began  servicing in late December  1998, as well as increased  sales to existing
customers.

Other revenue,  consisting of recurring customer related services,  increased to
$5.9 million for the thirty-nine weeks ended October 2, 1999 as compared to $5.5
million  in the  prior  period as a result of the  Company's  overall  increased
business.

Gross margin  (excluding  warehouse  expense)  decreased to 9.8% of net sales or
$102.0  million for the  thirty-nine  weeks ended October 2, 1999 as compared to
10.3% of net  sales or $87.0  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
$39.0  million for the  thirty-nine  weeks ended  October 2, 1999 as compared to
4.3% of net  sales  or $36.6  million  reflecting  the  combined  effect  of (i)
applying  largely fixed costs to higher revenues and (ii) the elimination of the
costs of operating two frozen food facilities as operations ceased at the Garden
City facility in April 1999.

Transportation  expense  decreased to 1.9% of net sales or $20.0 million for the
thirty-nine  weeks  ended  October 2, 1999 as  compared  to 2.2% of net sales or
$18.2  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
$19.7  million for the  thirty-nine  weeks ended  October 2, 1999 as compared to
2.0% of net sales or $17.1  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  $2.0  million  for  the
thirty-nine  weeks ended  October 2, 1999 as  compared  to $1.7  million for the
prior  period,  excluding  the  recording of $7.2 million of income in the prior
period  from  Fleming  Companies,  Inc as a  result  of the  renegotiation  of a
contract.

Interest  expense  decreased to $12.7  million for the  thirty-nine  weeks ended
October 2, 1999 from $13.6  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 $4.8  million,  resulting in an
effective income tax rate of 46% for the thirty-nine weeks ended October 2, 1999
as compared to a provision of $3.8 million resulting in an effective rate of 48%
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 thirty-nine  weeks ended October 2, 1999
of $5.6 million as compared to $3.9  million,  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 bank's prime rate.

Borrowings under the Company's revolving bank credit facility were $10.0 million
(excluding  $5.3 million of  outstanding  letters of credit) at October 3, 1999.
Additional  borrowing capacity of $78.8 million was available at that time under
the Company's then current,  borrowing base  certificate.  The Company  believes


                                     - 8 -
<PAGE>

that these sources will be adequate to meet the Company's currently  anticipated
working  capital  needs,  capital  expenditures,  and debt service  requirements
during the next four fiscal quarters.

During the  thirty-nine  weeks  ended  October 2, 1999,  cash flows  provided by
operating  activities  were  $21.5  million,  consisting  primarily  of (i) cash
generated  from income  before  non-cash  expenses of $16.2  million and (ii) an
increase in accounts payable,  accrued expenses,  and other liabilities of $14.9
million, offset by an increase in accounts and notes receivable of $9.8 million.

Cash flows used in  investing  activities  during the  thirty-nine  weeks  ended
October 2, 1999 were  approximately  $1.6 million which was used exclusively for
capital  expenditures.  Net cash used in financing  activities of  approximately
$11.2 million was utilized  primarily 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 $28.1 million during the thirty-nine weeks ended October
2, 1999 as compared to $20.3 million in the prior period, excluding the one time
recording  of $7.2  million of income with  respect to Fleming.  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 October 2, 1999, the balance of the facility  integration  and
abandonment  reserve was $1.3  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 $167.3  million at
October 2, 1999 as compared to $178.1 million at January 2, 1999.  Stockholders'
equity was $1.9 million on October 2, 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 October 2, 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.  In
addition,  the bank credit  facility now allows the payment of  dividends  under
certain circumstances.

                                     - 9 -
<PAGE>

The Company is continually  evaluating a number of growth  strategies  including
expanding its product categories by acquisition or start up and expansion of the
Company's  retail  presence.   In  addition,   the  Company  is  continuing  its
development and implementation of its internet based, home delivery and ordering
system,  EasyGrocer.Com.  Currently  the service is  available in the borough of
Manhattan in New York City.


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 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  $1.5  million,  consisting  primarily  of  internal
salaries,  of which  approximately  $1.2 million has been spent as of October 2,
1999. All costs are expensed as incurred.

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

         (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:    November 4, 1999

                                     - 13 -