UNITED STATES
                       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 June 26, 2004

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

For the transition period from ______ to _____

Commission File Number:  1-1790



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


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

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

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



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


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

As of August 3, 2004,  there were  outstanding  78.1158 shares of Class A Common
Stock and 76.8690 shares of Class B Common Stock.  The aggregate market value of
the voting and non-voting stock held by  non-affiliates  of the registrant is $0
because all voting and non-voting stock is held by affiliates of the registrant.



<PAGE>



                     DI GIORGIO CORPORATION AND SUBSIDIARIES


                                      INDEX



PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

   Consolidated Condensed Balance Sheets (Unaudited),
     December 27, 2003 (as restated) and June 26, 2004......................   1

   Consolidated Condensed Income Statements (Unaudited),
     Thirteen Weeks and Twenty-Six Weeks Ended June 28, 2003
      and June 26, 2004.....................................................   2

   Consolidated Condensed Statement of Stockholders Equity (Unaudited),
     Twenty-six Weeks Ended June 26, 2004...................................   3

   Consolidated Condensed Statements of Cash Flows, (Unaudited)
     Twenty-six Weeks Ended June 28, 2003 (as restated) and June 26, 2004...   4

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

Item 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations .............................................  10

Item 3. Quantitative and Qualitative Disclosures About Market Risk..........  14

Item 4. Controls and Procedures.............................................  14

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K ...................................  15

Signatures .................................................................  16


<PAGE>


                     Di Giorgio Corporation and Subsidiaries
                      Consolidated Condensed Balance Sheets
                                 (in thousands)
                                   (unaudited)
                                               December 27, 2003   June 26, 2004
                                           (as restated see note 4)
                     ASSETS
Current Assets:
   Cash                                               $  10,367       $   8,429
   Accounts and notes receivable-net                    109,738         106,566
   Inventories                                           61,204          62,228
   Deferred income taxes                                  2,205           2,306
   Prepaid expenses                                       3,606           4,395
                                                      ---------       ---------
       Total current assets                             187,120         183,924
                                                      ---------       ---------

  Property, Plant and Equipment
   Cost                                                  29,290          29,738
   Accumulated depreciation and amortization            (19,450)        (20,684)
                                                      ---------       ---------
   Net                                                    9,840           9,054
                                                      ---------       ---------

  Long-term notes receivable                             11,082           8,702
  Other assets                                           24,764          24,336
  Deferred financing costs-net                            1,886           2,004
  Goodwill                                               68,893          68,893
                                                      ---------       ---------
          Total assets                                $ 303,585       $ 296,913
                                                      =========       =========

        LIABILITIES & STOCKHOLDERS' EQUITY
 Current Liabilities:
  Revolving credit facility                           $  12,880       $  10,247
  Accounts payable                                       67,896          69,079
  Accrued expenses                                       30,652          31,371
  Notes and leases payable within one year                   64              67
                                                      ---------       ---------
         Total current liabilities                      111,492         110,764
                                                      ---------       ---------

 Long-term debt                                         148,300         148,300
 Capital lease liability                                  1,877           1,843
 Other long-term liabilities                              9,394           8,832
 Stockholders' Equity:
  Common stock                                             --              --
  Additional paid-in-capital                              8,002           8,002
  Retained earnings                                      24,520          19,172
                                                      ---------       ---------
         Total stockholders' equity                      32,522          27,174
                                                      ---------       ---------
           Total liabilities & stockholders' equity   $ 303,585       $ 296,913
                                                      =========       =========

            See Notes to Consolidated Condensed Financial Statements
                                      -1-
<PAGE>




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

<TABLE>
<CAPTION>
                                                Thirteen weeks ended   Twenty-six weeks ended
                                                June 28,    June 26,    June 28,    June 26,
                                                  2003        2004        2003        2004
<S>                                             <C>         <C>         <C>         <C>
Revenue:
  Net sales                                     $400,433    $312,150    $783,448    $623,294
  Other revenue                                    2,512       2,977       4,751       5,599
                                                --------    --------    --------    --------
        Total revenue                            402,945     315,127     788,199     628,893

Cost of products sold                            362,223     277,504     707,638     553,789
                                                --------    --------    --------    --------

Gross profit-exclusive of warehouse expense
shown below                                       40,722      37,623      80,561      75,104

  Warehouse expense                               15,324      14,822      30,556      29,578
  Transportation expense                           7,545       6,674      15,393      13,649
  Selling, general and administrative expense      8,116       8,872      16,323      17,318
                                                --------    --------    --------    --------

Operating income                                   9,737       7,255      18,289      14,559

  Interest expense                                 3,736       3,804       7,529       7,581
  Amortization-deferred financing costs              157         174         314         343
  Other (income)-net                              (1,000)       (666)     (1,848)     (1,497)
                                                --------    --------    --------    --------

Income before income taxes                         6,844       3,943      12,294       8,132
Income tax expense                                 2,895       1,688       5,224       3,480
                                                --------    --------    --------    --------

Net income                                      $  3,949    $  2,255    $  7,070    $  4,652
                                                ========    ========    ========    ========
</TABLE>





            See Notes to Consolidated Condensed Financial Statements
                                      -2-
<PAGE>


                     Di Giorgio Corporation and Subsidiaries
            Consolidated Condensed Statement of Stockholders' Equity
                        (in thousands, except share data)
                                   (unaudited)

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

Net income                   --       --           --       --          --        4,652        4,652

Dividends                    --       --           --       --          --      (10,000)     (10,000)
                        -------     ----       ------     ----      ------       ------       ------
Balance at
June 26, 2004           78.1158      $--       76.8690      $--     $8,002      $19,172      $27,174
                        =======     ====       =======     ====     ======      =======      =======
</TABLE>









            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
                                                         ----------------------
                                                         June 28,      June 26,
                                                           2003          2004
CASH FLOWS FROM OPERATING ACTIVITIES:          (as restated see note 4)
Net income                                                $  7,070     $  4,652
Adjustments to reconcile net income to net cash
provided by operating activities
 Depreciation and amortization of fixed assets               1,115        1,073
 Other amortization                                          1,286          401
 Provision for doubtful accounts                               250          250
 Actuarially calculated pension expense                        486          675
 Gain on sale of equipment                                    --            (18)
 Deferred income taxes                                        (118)        (492)
Changes in assets and liabilities:
 (Increase) decrease in:
 Accounts receivable                                         6,961         (605)
 Inventories                                                 4,658       (1,024)
 Prepaid expenses                                              150         (789)
 Other assets                                                 (471)        (185)
Increase (decrease) in:
 Accounts payable                                              587        1,183
 Accrued expenses and other liabilities                     (3,141)         429
                                                          --------     --------
Net cash provided by operating activities                   18,833        5,550
                                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to notes receivable                               (4,845)      (3,188)
Collections of notes receivable                              7,165        7,114
Proceeds from note participation sale                         --          1,981
Additions to property, plant and equipment                    (456)        (359)
Proceeds from sale of equipment                               --             90
                                                          --------     --------
Net cash provided by investing activities                    1,864        5,638
                                                          --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving line-of-credit               (2,693)      (2,633)
Dividends paid                                             (10,000)     (10,000)
Financing fees paid                                           --           (462)
Capital lease payments                                         (31)         (31)
                                                          --------     --------
Net cash used in financing activities                      (12,724)     (13,126)
                                                          --------     --------

Increase (decrease) in cash                                  7,973       (1,938)

Cash at beginning of period                                  6,429       10,367
                                                          --------     --------

Cash at end of period                                     $ 14,402     $  8,429
                                                          ========     ========

Supplemental Disclosure of Cash Flow Information
 Cash paid during the period:
   Interest                                               $  7,500     $  7,565
                                                          ========     ========
   Income taxes                                           $  5,228     $  1,896
                                                          ========     ========

Noncash changes to notes receivable                       $    338     $  1,111
                                                          ========     ========

            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 accompanying  unaudited interim  consolidated  condensed balance sheet as of
June 26, 2004, the consolidated  condensed income  statements for the twenty-six
weeks  and the  thirteen  weeks  ended  June 28,  2003 and  June 26,  2004,  the
consolidated  condensed  statement of  stockholders'  equity for the  twenty-six
weeks ended June 26, 2004,  and the  consolidated  condensed  statements of cash
flows for the  twenty-six  weeks  ended  June 28,  2003 and June 26,  2004,  and
related notes are unaudited and have been prepared in accordance  with generally
accepted accounting principles for interim financial information and pursuant to
the  rules  and   regulations  of  the   Securities  and  Exchange   Commission.
Accordingly,  certain information and footnote  disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  omitted  pursuant  to such  rules and  regulations.  The
accompanying  unaudited interim consolidated  condensed financial statements and
related notes should be read in  conjunction  with the financial  statements and
related notes  included in the Form 10-K for the fiscal year ended  December 27,
2003 as well as Form 10-Q for the quarter  ended March 27,  2004,  as filed with
the Securities and Exchange  Commission.  See Note 4 for information  concerning
the restatement of certain prior period  financial  statements.  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 results are not necessarily indicative of the results to be expected
for the full fiscal year.




                                      -5-
<PAGE>



2.   PENSION BENEFITS

Net periodic costs for the thirteen and  twenty-six  week periods ended June 26,
2004 and June 28, 2003 include the following components:

                                     Thirteen Weeks Ended Twenty-Six Weeks Ended
                                      June 26,   June 28,    June 26,   June 28,
                                        2004       2003        2004        2003
Service cost                          $   273    $   238     $   546    $   476
Interest cost                             889        898       1,777      1,796
Expected return on plan assets         (1,181)    (1,156)     (2,363)    (2,312)
Amortization of prior service cost          5          5          10         10
Amortization of net (gain) / loss         291        209         585        419
                                      -------    -------     -------    -------
Net periodic benefit cost             $   277    $   194     $   555    $   389
                                      =======    =======     =======    =======


Weighted-average assumptions used to determine
Net periodic benefit cost for years ended December 31       2004          2003

Discount rate                                               6.25%         6.75%
Expected long-term return on plan assets                    8.25%         8.25%
Rate of compensation increase                               6.00%         6.00%

3.   CONTINGENCIES

Legal  Proceedings -- Various suits and claims arising in the ordinary course of
business  are  pending  against  the  Company.  In the  opinion  of  management,
dispositions  of  these  matters  are  appropriately  provided  for  and are not
expected to materially  affect the Company's  consolidated  financial  position,
cash flows or results of operations.

The  Company  has been  named in  various  claims  and  litigation  relating  to
potential environmental problems. In the opinion of management, these claims are
either  without  merit,  covered by insurance,  adequately  provided for, or not
expected to result in any material loss to the Company.




                                      -6-
<PAGE>


4.   RESTATEMENT OF BALANCE SHEET AND STATEMENT OF CASH FLOWS

Subsequent to the issuance of the consolidated  condensed  financial  statements
for the period ended March 27, 2004,  the Company  determined  that certain cash
balances should not have been offset against other balances in the same bank. In
addition,  the  Company  determined  that the cash  flows  related  to the loans
provided by the  Company to its  customers  should be  classified  as  investing
activities  rather than as operating  activities or financing  activities in its
statement of cash flows. Accordingly, the Company plans to amend its 2003 Annual
Report on Form 10-K and its Form 10-Q for the first  quarter  of 2004 to reflect
adjustments to cash,  accounts  payable,  and the  classification of its lending
activities  with its  customers.  The Company will file such amended  reports as
soon as is practicable.  As a result,  the accompanying  consolidated  condensed
balance sheet as of December 27, 2003 and  consolidated  condensed  statement of
cash flows for the twenty-six  weeks ended June 28, 2003 have been restated from
amounts previously reported.

A  summary  of the  significant  effect of the  restatement  is as  follows  (in
thousands):
<TABLE>
<CAPTION>
                    As of March 27, 2004    As of December 27, 2003      As of December 28, 2002
                    --------------------    -----------------------      -----------------------
               As previously              As previously                As previously
                  reported   As restated     reported    As restated     reported   As restated
<S>                <C>         <C>            <C>        <C>             <C>           <C>
Balance Sheet:
--------------
Cash               $ 1,635     $ 8,293        $ 1,637    $ 10,367        $   629       $ 6,429

Accounts payable   $59,810     $66,468        $59,166    $ 67,896        $77,833       $83,633
</TABLE>


                                                          Twenty-six weeks ended
                                                              June 28, 2003
                                                       As Previously
STATEMENT OF CASH FLOWS:                                 Reported    As Restated
------------------------                                 --------    -----------

Cash flows from operating activities:
Changes in assets and liabilities:
(increase) decrease in:
     Accounts and notes receivable                         $  8,534    $  6,961
     Long-term notes receivable                                 747        --
Increase (decrease) in:
     Accounts payable                                        (1,071)        587

Net cash provided by operating activities                    19,495      18,833

Cash flows from investing activities:
Additions to notes receivable                                  --        (4,845)
Collections of notes receivable                                --         7,165

Net cash (used in) provided by investing activities            (456)      1,864

Increase (decrease) in cash                                   6,315       7,973

Cash at beginning of period                                     629       6,429
                                                           --------    --------

Cash at end of period                                      $  6,944    $ 14,402
                                                           ========    ========

Supplemental disclosure of cash flow information:

Non cash  changes to notes receivable                      $   --      $    338
                                                           ========    ========



                                      -7-
<PAGE>

                                                      As Previously
                                                         Reported    As Restated

  Statement of Cash Flows for the year ended December 27, 2003

Net cash provided by (used in) operating activities     $  2,081       $ 10,733
Net cash provided by (used) investing activities        $ (1,200)      $ (6,922)

  Statement of Cash Flows for the year ended December 28, 2002

Net cash provided by (used in) operating activities     $ 10,269       $  7,771
Net cash provided by (used) investing activities        $ (3,261)      $ (1,291)
Net cash provided by (used in) financing activities     $ (8,186)      $(10,064)

  Statement of Cash Flows for the year ended December 29, 2001

Net cash provided by (used in) operating activities     $  7,276       $ 15,875
Net cash provided by (used) investing activities        $ (1,949)      $  1,258
Net cash provided by (used in) financing activities     $ (5,264)      $(15,773)

  Statement of Cash Flows for the thirteen weeks ended March 27, 2004

Net cash provided by (used in) operating activities     $ 13,450       $  8,157
Net cash provided by (used) investing activities        $    (94)      $  3,127

  Statement of Cash Flows for the thirteen weeks ended March 29, 2003

Net cash provided by (used in) operating activities     $ 10,996       $ 12,585
Net cash provided by (used) investing activities        $   (299)      $    321



5.   NEW ACCOUNTING PRONOUNCEMENTS

In  January   2003,   The  Financial   Accounting   Standards   Board   ("FASB")
Interpretation  ("FIN") No. 46,  "Consolidation of Variable Interest  Entities,"
was issued.  This  interpretation  requires  that if an entity has a controlling
interest in a variable interest entity,  the assets,  liabilities and results of
activities  of  the  variable   interest   entity  should  be  included  in  the
consolidated  financial  statements  of  the  entity.  The  provisions  of  this
interpretation are effective for all arrangements entered into after January 31,
2003.  For those  arrangements  entered  into prior to  February  1,  2003,  the
provisions of this  interpretation  were required to be adopted at the beginning
of the first interim or annual period beginning after June 15, 2003. However, in
December 2003 the FASB  published a revision to this  interpretation  (hereafter
referred  to as ("FIN  No.  46R")) to  clarify  some of the  provisions  of this
interpretation  and to exempt certain entities from its requirements.  Under the
new guidance, there are new effective dates for companies that have interests in
structures  that are commonly  referred to as  special-purpose  entities.  These
rules are effective for financial  statements for periods ending after March 15,
2004.  The  adoption  of FIN  46R  had no  effect  on  the  Company's  financial
condition, results of operations or cash flows.



                                      -8-
<PAGE>


In May 2003, the Financial  Accounting Standards Board issued Statement No. 150,
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of both
Liabilities and Equity," (SFAS 150) effective for financial  instruments entered
into or modified after May 31, 2003, and otherwise is effective at the beginning
of the first interim  period  beginning  after June 15, 2003.  SFAS 150 provides
guidance on the classification and measurement of certain financial  instruments
with  characteristics  of both  liabilities  and equity and requires  that those
instruments be classified as liabilities in the balance sheets. Previously, many
of those financial  instruments were classified as equity.  The Company does not
have any financial  instruments as defined in SFAS 150; therefore,  the adoption
of SFAS 150 had no effect  on the  Company's  financial  condition,  results  of
operations or cash flows.




                                      -9-
<PAGE>


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


Forward- Looking Statements

Forward-looking  statements  in this  Form  10-Q  include,  without  limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions and adequacy of resources and are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
These statements may be identified by their use of words like "plans", "expects"
"aims"  "believes",  "projects"  "anticipates",  "intends"  "estimates" "will" "
should"  "could" and other  expressions  that indicate future events and trends.
These forward-looking  statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievement
of the Company to be materially  different from any future results,  performance
or achievements expressed or implied by such forward-looking  statements.  These
factors  include,  among others,  the following:  general  economic and business
conditions and those in particular in the New York City  metropolitan  area; the
Company's reliance on several significant customers; potential losses from loans
to its retailers;  restrictions imposed by the documents governing the Company's
indebtedness;  current wholesale competition, as well as future competition from
presently unknown sources;  competition in the retail segment of the supermarket
business;  the Company's labor relations;  potential  environmental  liabilities
which the Company may incur; dependence on key personnel; business abilities and
judgment  of  personnel;  changes  in,  or  failure  to comply  with  government
regulations;  potential commercial vehicle restrictions;  inflation,  especially
with  respect  to wages and  energy  costs;  and the  effects  of  terrorism  or
terrorist acts against the Company.

General

As  previously  announced,  the Company  ceased  doing  business  with the Great
Atlantic & Pacific Tea Company  ("A&P") in October  2003.  While the Company has
reduced  expenses to help  compensate  for the reduced  sales,  the loss of this
business  will  continue to have a negative  impact on earnings when compared to
prior periods. Sales to A&P were $186.5 million in the first two fiscal quarters
of 2003.  The loss of these sales was partially  offset by increased  sales to a
new group of customers in the  Philadelphia  area that we began servicing in the
second quarter of 2003.

Results of Operations

Thirteen weeks ended June 26, 2004 and June 28, 2003

Net sales for the thirteen weeks ended June 26, 2004 decreased  $88.2 million to
$312.2 million from $400.4 million in the prior period.  Excluding  sales to A&P
during the 2003 period,  sales  increased 2.6% in the current period mostly as a
result of sales to the new customers discussed above. Other revenue,  consisting
of  recurring  customer  related  services,  increased  to $3.0  million for the
thirteen  weeks ended June 26,  2004 as  compared  to $2.5  million due to small
increases in a number of different services.

Gross margin  increased to 12.1% of net sales or $37.6  million for the thirteen
weeks ended June 26,  2004,  as compared to 10.2% of net sales or $40.7  million

                                      -10-
<PAGE>

for the prior period  reflecting a change in mix of both  customers and products
sold and increased other revenue from frozen warehousing services.  Factors such
as changes in customer mix, changes in  manufacturers'  promotional  activities,
changes in product mix, or competitive  pricing  pressures may have an effect on
gross margin.  It is uncertain that the  improvement in gross margin realized in
this quarter will continue. Caution should be taken when comparing the Company's
gross margin to that of other  companies  because other  companies,  while still
complying  with  generally  accepted   accounting   principles   ("GAAP"),   may
characterize income and expenses differently.

Warehouse expense increased as a percentage of net sales to 4.7% of net sales or
$14.8 million for the thirteen weeks ended June 26, 2004, as compared to 3.8% of
net sales or $15.3 million in the prior  period,  primarily as a result of fixed
costs being compared to lower overall sales.

Transportation  expense  increased as a  percentage  of net sales to 2.1% of net
sales or $6.7 million for the thirteen  weeks ended June 26, 2004 as compared to
1.9% of net sales or $7.5 million in the prior period,  primarily as a result of
fixed costs being compared to lower overall sales.

Selling,  general and  administrative  expense increased to 2.8% of net sales or
$8.9 million for the  thirteen  weeks ended June 26, 2004 as compared to 2.0% of
net sales or $8.1  million in the prior  period as a result of fixed costs being
compared to lower overall sales,  transaction  related  expenses of $.3 million,
additional  expenses  including salaries of $.4 million related to the Company's
new distribution  operations (specialty foods and Puerto Rico which began in the
second half of 2003), and additional  pension expense of $.1 million as compared
to the prior period.

Net income  for the  thirteen  weeks  ended  June 26,  2004 was $2.3  million as
compared to net income of $3.9 million in the prior period.


Twenty-six weeks ended June 26, 2004 and June 28, 2003

Net sales for the twenty-six  weeks ended June 26, 2004 decreased $160.1 million
to $623.3  million from $783.4 million in the prior period.  Excluding  sales to
A&P during the 2003 period, sales increased 5.0% in the current period mostly as
a  result  of  sales  to the  new  customers  discussed  above.  Other  revenue,
consisting of recurring customer related services, increased to $5.6 million for
the twenty-six weeks ended June 26, 2004 as compared to $4.8 million,  primarily
as a result  of  increased  storage  and  warehousing  services  for a  national
manufacturer which started in the first quarter of 2003.

Gross margin increased to 12.0% of net sales or $75.1 million for the twenty-six
weeks ended June 26,  2004,  as compared to 10.3% of net sales or $80.6  million
for the prior period  reflecting a change in mix of both  customers and products
sold and increased other revenue from frozen warehousing services.  Factors such
as changes in customer mix, changes in  manufacturers'  promotional  activities,
changes in product mix, or competitive  pricing  pressures may have an effect on
gross margin.  It is uncertain that the  improvement in gross margin realized in
this year will  continue.  Caution  should be taken when comparing the Company's
gross margin to that of other  companies  because other  companies,  while still
complying with GAAP, may characterize income and expenses differently.

                                      -11-
<PAGE>

Warehouse expense increased as a percentage of net sales to 4.7% of net sales or
$29.6 million for the twenty-six  weeks ended June 26, 2004, as compared to 3.9%
of net sales or $30.6  million  in the prior  period,  primarily  as a result of
fixed costs being compared to lower overall sales. In addition, rent expense for
the twenty-six weeks ended June 26, 2004 increased  approximately $.4 million as
a result of  increased  outside  storage  and  occupancy  costs  related  to the
Company's specialty food division.

Transportation  expense  increased as a  percentage  of net sales to 2.2% of net
sales or $13.6 million for the twenty-six  weeks ended June 26, 2004 as compared
to 2.0% of net sales or $15.4 million in the prior period, primarily as a result
of fixed costs being compared to lower overall sales.

Selling,  general and  administrative  expense increased to 2.8% of net sales or
$17.3 million for the  twenty-six  weeks ended June 26, 2004 as compared to 2.1%
of net sales or $16.3  million  in the prior  period as a result of fixed  costs
being compared to lower overall sales, additional expenses including salaries of
$.7 million related to the Company's new operations, transaction expenses of $.3
million,  and additional pension expense of $.2 million as compared to the prior
period.

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

Net income for the  twenty-six  weeks  ended June 26,  2004 was $4.7  million as
compared to net income of $7.1 million in the prior period.

EBITDA  was $17.2  million  for the  twenty-six  weeks  ended  June 26,  2004 as
compared  to $22.2  million in the prior  period.  While the loss of A&P was the
primary reason for the decline,  the Company  incurred a $1.1 million  operating
loss attributable to the new operations and transaction expenses of $.3 million.

Reconciliation of EBITDA to net income (in thousands):

                                                      Twenty-six weeks ended
                                                      June 26,      June 28,
                                                       2004           2003
                                                      ------          ----
     EBITDA                                           $17,187       $22,224
     Less: depreciation and
        amortization of fixed assets                    1,073         1,115
     Less: other amortization                             401         1,286
     Less: interest expense                             7,581         7,529
     Less: income tax provision                         3,480         5,224
                                                       ------        ------
     Net income                                        $4,652        $7,070
                                                       ======        ======

The Company has presented EBITDA supplementally because management believes this
information  enables  management,  investors,  and other readers to evaluate and
compare, from period to period, the Company's results from ongoing operations in
a more  meaningful  and  consistent  manner.  We believe  net income is the most
closely comparable GAAP measure as opposed to cash flow from operations. Similar
to net income,  management  uses EBITDA as a measure of the  performance  of our
operations  without the vagaries of  fluctuations  in working  capital that cash

                                      -12-
<PAGE>

flow from  operations  would have.  Management also uses the EBITDA results when
making operating decisions that require additional  resources and as a basis for
certain  calculations  for compensation  programs.  We believe that the relevant
statistic for our business to measure  liquidity is our working capital plus our
availability  under our existing line of credit,  both of which are disclosed in
our liquidity discussion under Liquidity and Capital Resources below.


Liquidity and Capital Resources

Cash  flows from  operations,  cash on hand,  and  amounts  available  under the
Company's $90 million bank credit facility are the Company's  principal  sources
of  liquidity.  The  Company's  bank credit  facility is  scheduled to mature on
February  1, 2007.  The Company  believes  that cash flows from  operations  and
amounts  available  under the bank credit  facility will be adequate to meet its
anticipated working capital needs, capital  expenditures,  dividend payments, if
any, and debt service requirements during the next twelve months, as well as any
investments the Company may make.

There were $10.2 million of borrowings under the Company's revolving bank credit
facility  (excluding $6.0 million of outstanding  letters of credit) at June 26,
2004. The Company had additional  borrowing  capacity of $74.2 million available
at that time  under the  Company's  then  current  borrowing  base  availability
certificate.  The Company's  bank credit  facility  bears interest at a rate per
annum equal to (at the Company's option): (i) the Euro dollar offering rate plus
1.625% or (ii) the lead bank's prime rate.

During  the  twenty-six  weeks  ended June 26,  2004,  cash  flows  provided  by
operating  activities were approximately $5.6 million,  consisting  primarily of
cash  generated  from income  before  non-cash  expenses of $6.5  million and an
increase in accounts payable,  accrued  expenses,  and other liabilities of $1.6
million,  offset by (i) an increase in accounts receivable of $.6 million;  (ii)
an  increase  in  inventories  of $1.0  million,  (iii) an  increase  in prepaid
expenses of $.8 million, and an increase in other assets of $.2 million.

Cash flows provided by investing  activities  during the twenty-six  weeks ended
June 26, 2004 were approximately $5.6 million consisting of $7.1 million of note
receivable  collections,  $2.0 million of proceeds from note participation sales
and $.1 million from  proceeds from the sale of excess  trailers  offset by $3.2
million of new notes  receivable and $.4 million for capital  expenditures.  Net
cash used in financing  activities  of  approximately  $13.1  million  consisted
primarily of a $10.0 million  dividend  paid,  $2.6 million of net repayments of
the  bank  credit  facility  and $.5  million  of  financing  fees  paid for the
extension of the bank credit facility until 2007.

The consolidated indebtedness of the Company decreased to $160.5 million at June
26, 2004 as compared to $163.1  million at December  27, 2003 and  stockholders'
equity  decreased to $27.2 million at June 26, 2004 as compared to $32.5 million
at December 27, 2003  primarily as a result of the $10.0  million  dividend paid
March 31, 2004.

As previously reported,  the Company anticipates that it will take possession of
and begin using the 160,000 square foot dry grocery  warehouse  expansion in the
fourth  quarter  of 2004.  Expected  annual  rent costs are  approximately  $1.2
million  which  should be  partially  offset by a  reduction  in short term rent

                                      -13-
<PAGE>

expense of public warehouse space and improved productivity.  We expect to spend
approximately $1.3 million in leasehold improvements related to the expansion.

Under the terms of the Company's bank credit  facility,  the Company is required
to meet certain financial tests,  including minimum interest coverage ratios. As
of June 26, 2004, the Company was in compliance with its covenants.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There  were no  material  changes in market  risk for the  company in the period
covered by this  report.  See our Annual  Report on Form 10-K for the year ended
December 27, 2003 for a discussion of market risk for the company.


ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  an evaluation was performed
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(c) and
15d-15(e)  under the  Securities  Exchange Act of 1934, as amended).  The errors
identified  and  discussed  in Note 4 of the  consolidated  condensed  financial
statements were the result of the  misapplication of specific generally accepted
accounting  principles engrained in the Company's historical financial reporting
process.  The errors were  identified  during the quarterly  review  process and
immediately  rectified.  Based on that  evaluation,  the  Company's  management,
including the Chief  Executive  Officer and Chief Financial  Officer,  concluded
that the Company's  disclosure controls and procedures were effective as of June
26, 2004. There have not been any changes in the Company's internal control over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the  Exchange  Act)  during the period  covered by this  report  that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.

Attached as exhibits 31.1 and 31.2 to this quarterly  report are  certifications
of the Chief  Executive  Officer  and the Chief  Financial  Officer  required in
accordance  with Rule 13a-14 of the Exchange  Act. This portion of the Company's
quarterly  report  includes the information  concerning the controls  evaluation
referred to in the  certifications  and should be read in  conjunction  with the
certifications for a more complete understanding of the topics presented.



                                      -14-
<PAGE>



II-OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (a)  31.1 -  Certification  of the  Chief  Executive  Officer  pursuant  to
          Section 302 of the Sarbanes Oxley Act of 2002. Filed herewith.

          31.2 -  Certification  of the  Chief  Financial  Officer  pursuant  to
          Section 302 of the Sarbanes Oxley Act of 2002. Filed herewith.

          32.1 - Certification  of Chief  Executive  Officer and Chief Financial
          Officer of Di Giorgio Corporation Pursuant to 18 U. S.C. Section 1350.

     (b)  Reports on Form 8-K.

          None





                                      -15-
<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 and thereunto duly authorized.

                                             DI GIORGIO CORPORATION


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

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

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


Date: August 16, 2004




                                      -16-