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 April 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 May 1, 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 1. FINANCIAL INFORMATION

Item 1. Financial Statements

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

   Consolidated Condensed Statements of Operations,
     Thirteen Weeks Ended April 3, 1999
     and April 1, 2000 (Unaudited)..........................................  2

   Consolidated Condensed Statement of Stockholders' Equity,
     Thirteen Weeks Ended April 1, 2000 (Unaudited).........................  3

   Consolidated Condensed Statements of Cash Flows,
     Thirteen Weeks Ended April 3, 1999 and
     April 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 ................................... 10

Signatures.................................................................. 11


<PAGE>


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

                                                   January, 1   April, 1
                                                      2000        2000
                                                               (Unaudited)
                     ASSETS
Current Assets:
   Cash .........................................   $     988    $   4,154
   Accounts and notes receivable-net ............      88,845       86,565
   Inventories ..................................      61,546       61,990
   Deferred taxes ...............................       7,655        5,920
   Prepaid expenses .............................       2,633        2,262
                                                        -----        -----
        Total current assets ....................     161,667      160,891
                                                      -------      -------

Property, Plant & Equipment
   Cost .........................................      21,595       22,314
   Accumulated depreciation .....................     (11,357)     (11,667)
                                                      -------      -------
   Net ..........................................      10,238       10,647
                                                       ------       ------

Long-term notes receivable ......................      11,386       10,836
Other assets ....................................      11,719       11,329
Deferred financing costs ........................       4,652        4,442
Excess of costs over net assets acquired ........      73,744       73,137
                                                       ------       ------
     Total assets ...............................   $ 273,406    $ 271,282
                                                    =========    =========

     LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Notes payable-revolver .......................   $   6,782    $       0
   Accounts payable .............................      72,410       73,841
   Accrued expenses .............................      25,911       28,417
   Notes and leases payable within one year .....         167          144
                                                          ---          ---
     Total current liabilities ..................     105,270      102,402
                                                      -------      -------

Long-term debt ..................................     155,000      155,000
Capital lease liability .........................       2,120        2,098
Other long-term liabilities .....................       5,048        3,448
Minority interest ...............................        --            298
Stockholders' Equity:
   Common stock .................................        --           --
   Additional paid-in-capital ...................       8,002        8,002
   (Accumulated deficit) Retained earnings ......      (2,034)          34
                                                       ------           --
     Total stockholders' equity .................       5,968        8,036
                                                        -----        -----
         Total liabilities & stockholders' equity   $ 273,406    $ 271,282
                                                    =========    =========


            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
                                                     April 3,   April 1,
                                                       1999       2000
Revenue:
   Net sales .................................   $ 354,808    $ 359,880
   Other revenue .............................       2,058        1,919
                                                     -----        -----
         Total revenue .......................     356,866      361,799
Cost of products sold ........................     322,453      326,463
                                                   -------      -------

Gross profit-exclusive of
   warehouse expense shown below .............      34,413       35,336

   Warehouse expense .........................      13,730       13,108
   Transportation expense ....................       6,837        6,954
   Selling, general and administrative expense       6,571        7,268
   Amortization-excess of cost over
     net assets acquired .....................         606          606
                                                       ---          ---

Operating income .............................       6,669        7,400

   Interest expense ..........................       4,353        4,078
   Amortization-deferred financing costs .....         180          210
   Minority interest .........................        --              4
   Other (income)-net ........................        (691)        (703)
                                                      ----         ----

Pretax income ................................       2,827        3,811
Income tax expense ...........................       1,349        1,743
                                                     -----        -----

Net income ...................................   $   1,478    $   2,068
                                                 =========    =========


         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           --    --       --    --       --        2,068     2,068
                -------  ----  -------  ----  -------      -------     -----
Balance at
 April 1,
 2000           78.1158  $ --  76.8690  $ --  $ 8,002         $ 34    $8,036
                =======  ====  =======  ====  =======      =======    ======






            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
                                                     April 3,   April 1,
                                                       1999       2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .....................................   $  1,478    $  2,068
Adjustments to reconcile net income to net
   cash provided by operating activities
   Depreciation and amortization ...............        440         401
   Amortization ................................      1,322       1,292
   Provision for doubtful accounts .............        300         300
   Non cash pension income .....................       --          (100)
   Deferred taxes ..............................      1,349       1,735
Changes in assets and liabilities:
   (Increase) decrease in:
   Accounts & notes receivable .................     (5,360)      1,980
   Inventory ...................................      2,335        (444)
   Prepaid expenses ............................         19         371
   Long-term receivables .......................       (375)        550
   Others assets ...............................          9          14
   Increase in:
   Accounts payable ............................      1,881       1,431
   Accrued expenses and other liabilities ......      5,942         906
                                                      -----         ---
Net cash provided by operating activities ......      9,340      10,504
                                                      -----      ------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, & equipment ......       (780)       (809)
                                                       ----        ----
Net cash used in investing activities ..........       (780)       (809)
                                                       ----        ----

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under
   revolving line-of-credit ....................     (6,805)     (6,782)
Capital lease payments .........................        (51)        (45)
Net effect of minority interest ................       --           298
Net cash used in financing activities ..........     (6,856)     (6,529)
                                                     ------      ------

Increase in cash ...............................      1,704       3,166
Cash at beginning of period ....................        459         988
                                                        ---         ---

Cash at end of period ..........................   $  2,163    $  4,154
                                                   ========    ========

Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
     Interest ..................................   $    543    $    204
                                                   ========    ========
     Income Taxes ..............................   $    138    $     64
                                                   ========    ========


            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 April 1, 2000, the consolidated
condensed  statements of operations  for the thirteen  weeks ended April 3, 1999
and April 1, 2000, the consolidated  condensed  statements of cash flows for the
thirteen weeks ended April 3, 1999 and April 1, 2000, and consolidated condensed
statement of  stockholders?  equity for the thirteen  weeks ended April 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 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 April 1, 2000 and April 3, 1999

Net sales for the thirteen weeks ended April 1, 2000 rose 1.4% to $359.9 million
as compared to $354.8 million for the thirteen weeks ended April 3, 1999.  Other
revenue,  consisting of recurring customer related services, remained relatively
flat at $1.9 million for the  thirteen  weeks ended April 1, 2000 as compared to
$2.1 million in the prior period.  This modest  decrease was a result of storage
income at the Garden City  facility in the prior period.  This storage  business
ceased in the second  quarter of 1999 and the  Company's  Garden  City  facility
lease expired on March 31, 2000 at which time the property was vacated.

Gross margin  (excluding  warehouse  expense)  increased to 9.8% of net sales or
$35.3 million for the thirteen  weeks ended April 1, 2000 as compared to 9.7% of
net sales or $34.4 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,  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.


                                      -6-
<PAGE>


Warehouse expense decreased as a percentage of net sales to 3.6% of net sales or
$13.1 million for the thirteen  weeks ended April 1, 2000 as compared to 3.9% of
net sales or $13.7 million due to the effect of the Garden City warehouse in the
prior  period.  Excluding  all  expenses  relating to the Garden City  facility,
warehouse  expense  would have  decreased  slightly  to 3.5% of net sales in the
current period from 3.6% of net sales in the prior period.

Transportation  expense  remained  flat at 1.9% of net sales or $7.0 million for
the thirteen  weeks ended April 1, 2000 as compared to 1.9% of net sales or $6.8
million in the prior period.

Selling,  general and  administrative  expense increased to 2.0% of net sales or
$7.3 million for the  thirteen  weeks ended April 1, 2000 as compared to 1.9% of
net sales or $6.6 million for the prior  period due in part to costs  associated
with (i)  EasyGrocer.com,  (ii) the relocation of and related  ongoing  expenses
associated with the Company's data processing  center, and (iii) increased costs
of medical and related benefits.

Interest expense decreased to $4.1 million for the thirteen weeks ended April 1,
2000 from $4.4  million for the prior  period due to lower  average  outstanding
levels of the Company's debt.

The Company  recorded an income tax provision of $1.7  million,  resulting in an
effective  income tax rate of 46% for the thirteen  weeks ended April 1, 2000 as
compared to a provision of $1.3 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 until the fourth  quarter
of 2000.

The Company  recorded net income for the  thirteen  weeks ended April 1, 2000 of
$2.1 million as compared to a net income of $1.5 million in the prior period, an
increase of 40%.


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 and debt service
requirements during fiscal 2000.

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 $0  (excluding  $5.1
million of outstanding letters of credit) at April 1, 2000. The Company had $2.7
million  invested in short term  obligations at that date, as well as additional
borrowing  capacity of $82.6 million  available at that time under the Company's
then current borrowing base availability certificate.

                                      -7-
<PAGE>

In April 2000,  the Company  declared  and paid a $2.5  million  dividend to its
shareholders. Also in April 2000, the Company lent approximately $8.4 million to
customers, the majority of which is expected to be repaid within one year.

During the thirteen weeks ended April 1, 2000,  cash flows provided by operating
activities were $10.5 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 $2.3 million,  and (iii) a decrease in
accounts and notes receivable and of $2.5 million.

Cash flows used in investing activities during the thirteen weeks ended April 1,
2000 were  approximately  $809,000,  which  were used  exclusively  for  capital
expenditures.  Net cash  used in  financing  activities  of  approximately  $6.5
million was utilized to reduce the amount  outstanding  under the Company's bank
credit facility.

EBITDA, defined as earnings before interest expense, income taxes,  depreciation
and amortization, was $9.6 million during the thirteen weeks ended April 1, 2000
as compared to $8.9 million in the same period of the prior year.  Excluding the
additional  expense  related to the shutdown and  abandonment of the Garden City
facility,  EBITDA would have been $10.0  million in the first fiscal  quarter 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  decreased to $157.2  million at
April 1, 2000 as compared to $164.1 million at January 1, 2000.

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 April 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 consumer 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  community.
Consumers  are able to shop the full  inventory  of  specific  stores  they have


                                      -8-
<PAGE>

frequented in the past. All products  offered by the  supermarket  are included,
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  April 2000,  the number of  participating  stores has more than doubled
from the beginning of the year to 28.  EasyGrocer.com  recently  contracted with
its first two  non-White  Rose  customers,  including  a  prominent  independent
retailer   supplied  by  a  competing   national   wholesaler.   This   broadens
EasyGrocer.com's  service  area to  include  New York  City,  Long  Island,  and
Westchester County in New York and parts of New Jersey and Pennsylvania.

Average  order  size was $93 in April  2000,  a  significant  increase  over the
participating  stores'  average  order size and a 24% increase  from  December's
average  order size of $75.  Since  EasyGrocer.com  has entered into a series of
strategic  alliances with both Yahoo and  EdificeRex,  approximately  50% of the
site's users have come from referrals from these sites.  The Company  intends to
continue  these  alliances  through  the end of  2000,  as well  as  using  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.


                                      -9-
<PAGE>


 II-OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibit  10.1+ - Second  Amended  and  Restated  Employment  Agreement
          effective  as of April 1, 2000  between  Di  Giorgio  Corporation  and
          Richard B. Neff.

          Exhibit  10.3+-  Third  Amended  and  Restated  Employment   Agreement
          effective  as of April 1, 2000  between  Di  Giorgio  Corporation  and
          Stephen R. Bokser.

     (b)  Reports on Form 8-K. None

-----------------------------
+        Compensation plans and arrangements of executives and others.




                                      -10-
<PAGE>


                                   SIGNATURES


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




                                                  DI GIORGIO CORPORATION


                                            By:   /s/ 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 10, 2000


                                      -11-