SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 27, 2003

[ ] 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)

Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of Each Exchange
          Title of Each Class                           On Which Registered
          -------------------                           -------------------

               NONE                                               NONE

           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE
                                (Title of Class)


     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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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

As of March 5, 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>



                                     PART I

Explanatory Note

We are filing this Amendment No. 1 on Form 10-K/A ("Form  10K/A"),  which amends
and restates our Annual Report on Form 10-K for the year ended December 27, 2003
originally filed on March 10, 2004 ("Original 10-K") to reflect a restatement of
our  consolidated  balance sheets and  consolidated  statements of cash flows as
discussed  in  Note  16  of  the  accompanying  audited  financial   statements.
Subsequent to the issuance of the consolidated financial statements for the year
ended  December  27, 2003,  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
consolidated   statements  of  cash  flows.  As  a  result,   the   accompanying
consolidated  balance  sheets as of December  27, 2003 and December 28, 2002 and
consolidated  statements of cash flows for each of the three years in the period
ended December 27, 2003 have been restated from amounts previously reported.

We have also updated a limited set of disclosures  through this Form 10-K/A that
were previously  provided in the Original 10-K. The  explanatory  caption at the
beginning of each  revised item of this Form 10-K sets forth the limited  nature
of the revision therein.  The following are the only sections of this Form10-K/A
that have been revised from the Original Form 10-K.

Item 6 - Selected Financial Data
Item 7 - Management's Discussion and Analysis
Item 8 - Financial Statements and Supplementary Data
Item 9a - Controls and Procedures
Item 10 - Directors and Executive Officers of the Registrant
Report of Independent Registered Public Accounting Firm

Except as set forth above, this Form 10-K/A continues to speak as of the date of
the filing of the Original  10-K,  March 10,  2004,  and we have not updated the
disclosures   contained   herein  to  reflect  any  events  that  have  occurred
thereafter.  For a discussion of events and developments thereafter,  please see
our reports filed with the SEC since March 10, 2004.

We are not  amending  any  reports  affected  by the  restatement  prior  to the
Original 10-K;  therefore,  the consolidated balance sheets,  statements of cash
flows and  related  financial  information  included in such  reports  should no
longer be relied upon and are hereby superseded.


ITEM 1.  BUSINESS.

Overview

Di Giorgio Corporation ("Di Giorgio", the "Company," "we" or "us") is one of the
largest   independent   wholesale  food   distributors  in  the  New  York  City
metropolitan  area, which is one of the larger retail food markets in the United
States. We serve supermarkets,  both independent retailers (including members of
voluntary cooperatives) and chains, principally in the five boroughs of New York
City, Long Island, New Jersey and the greater Philadelphia area.


                                     - 1 -
<PAGE>

During 2003 we had revenue of $1,544.1 million,  net income of $14.3 million and
EBITDA  (as more  fully  described  in the  Management's  Discussion  & Analysis
section of this  10-K/A) of $44.2  million as  compared  to revenue of  $1,559.5
million,  net income of $13.2  million and EBITDA of $43.2  million in the prior
year. The lower sales in 2003 are  attributable  to the loss of The Atlantic and
Pacific  Tea  Company  ("A&P") as a customer  in October  2003.  The rise in net
income and EBITDA primarily reflects a reduction in transaction related expenses
as more fully described in the  "Management's  Discussion & Analysis" section of
this 10-K/A.


Products and Customer Support Services

General Products We sell three primary product  categories:  grocery  (including
non-food  products  normally carried in a supermarket),  frozen and refrigerated
food  products.  In the fourth  quarter of 2003,  we  started a  specialty  food
division,  a fourth product category,  which offers a complete line of specialty
food  products  including  ethnic,  gourmet,  imported,  and organic food items.
Across  these four  product  categories,  we will  supply  over  21,000 food and
non-food items, comprised  predominantly of brand name items. In addition to our
large  selection of brand name  products,  we market our  well-recognized  White
Rose(R) label consistently  across our three primary categories of products,  as
well as  private  label  products  for  certain  of our  customers.  While  some
customers purchase items from all four product categories, others purchase items
from only one, two, or three product categories.

Generally  products are sold at prices which reflect the  manufacturer's  stated
price plus a profit  margin.  Prices are adjusted  continuously  based on vendor
pricing.

Customer  Support  Services We offer a broad spectrum of retail support services
to  our  customers,   including   advertising,   promotional  and  merchandising
assistance,  retail  operations  counseling,   computerized  ordering  services,
technology support,  an insurance program,  coupon redemption services and store
layout and equipment planning.  Under our insurance program, we assist customers
in obtaining liability,  crime, and property insurance.  Our technology division
distributes and supports  supermarket scanning and cash register equipment which
is compatible  with our information  systems.  We also offer our customers store
engineering,  sanitation  and  inspection  services.  We have a staff of  retail
counselors  who  visit  stores on a regular  basis to  advise  store  management
regarding their operations. Our larger independent and chain customers generally
provide their own retail support. Most of our customers utilize our computerized
order entry  system,  which  allows them to place and confirm  orders 24 hours a
day, 7 days a week.

We periodically extend financial assistance to independent retailers in the form
of loans for the purpose of (i)  financing the purchase of new  locations,  (ii)
financing  the purchase of initial  inventories  and/or store  renovations,  and
(iii) financing working capital requirements. The primary purpose of those loans
is to provide a means of continued growth for us by both developing new customer
store locations and strengthening our existing customers through the improvement
of their operations and physical locations. Generally, customers receiving loans
purchase  the  majority  of  their  grocery,  frozen  and  refrigerated  product
inventory from us. Loans are usually secured,  interest-bearing obligations that
are generally  repayable over a period of one to three years. As of December 27,
2003,  our customer  loan  portfolio had an aggregate  balance of  approximately
$25.9  million.  The  portfolio  consisted  of 71  loans  ranging  in size  from
approximately $4,000 to approximately $5.8 million. In connection with extending
loans,  we  evaluate  our  relationship  with  and the  creditworthiness  of the


                                     - 2 -
<PAGE>

customer and seek to obtain adequate  security.  During the last three years, we
sold  participations  in some of these loans to commercial  banks.  In addition,
from time to time, we have provided other financial  assistance to our customers
in the  form  of  performance  guarantees.  Currently  we have  two  performance
guarantees in the aggregate amount of approximately $1.6 million which decreases
by  approximately  $.6 million per year and expire in 2005 and 2006.  Additional
information regarding the performance guarantees is discussed under Management's
Discussion  &  Analysis   Off-balance   sheet   arrangements   and   contractual
obligations.


Markets and Customers

Our principal  markets are all five boroughs of New York City, Long Island,  New
Jersey and the greater  Philadelphia area. We also have customers in upstate New
York, Puerto Rico, Pennsylvania, Delaware, Maryland, Connecticut,  Massachusetts
and Rhode Island and we are  evaluating  further  expansion into these and other
markets.

Our customers primarily consist of three types of grocery retailers: independent
retailers (including members of voluntary cooperatives),  chains and convenience
stores.   These   retailers   generally  do  not  maintain  their  own  internal
distribution operations for one or more of our product categories. Our customers
which are independent  food retailers  and/or members of voluntary  cooperatives
seek to achieve the operating efficiencies enjoyed by supermarket chains through
common  purchasing  and  advertising.  New York City, our principal  market,  is
characterized by unique retail food market dynamics and distribution challenges.
These  characteristics  include:  high  population  density,  ethnic  diversity,
premium rent costs,  relatively  small  customer  locations,  limited  available
retail  floor  space and heavy  traffic  volumes.  Consequently,  in this market
relative to others,  there is a  disproportionately  large number of independent
retailers  and small  chains,  each  serving  the  special  needs of their local
communities;  the "supercenter" or large supermarket store format,  while slowly
increasing its presence in the New York metropolitan area is less practical; and
internal  or  captive  distribution  arrangements  are much less  viable.  These
factors  constitute  barriers to entry making it  difficult  for new entrants to
penetrate our principal geographic market in a cost-effective manner.

The following are trade names used by some of our customers:

Gristede's and Sloans Supermarkets,  King Kullen,  Kings Super Markets,  C-Town,
Bravo, Scaturro's,  Thriftway,  Shop `N Bag, Grande (in Puerto Rico) and Western
Beef, as well as the Associated Food Stores ("Associated"),  Met(R), Pioneer(R),
Super Food and Foodtown cooperatives.

We own the Met(R) and Pioneer(R)  trade names, and license them to customers who
operate  independently-owned  stores.  This voluntary  cooperative format allows
customers to take advantage of the benefits of advertising and  merchandising on
a scale usually  available only to large chains, as well as certain other retail
support services provided by us. As part of the cooperative  arrangement,  these
customers  are  obligated to purchase a  substantial  portion of their  grocery,
frozen  and  refrigerated  product  inventory   requirements  from  us,  thereby
enhancing the stability of this portion of our customer  base.  These  customers
represented  approximately  16.7% of our net sales  for the  fiscal  year  ended
December 27, 2003, and 16.5% of our net sales for the fiscal year ended December
28, 2002.

In 2003, as part of a global  settlement of numerous issues between the Company,
Fleming  Companies  Inc., C&S Wholesale  Grocers,  Inc.,  several former Fleming


                                     - 3 -
<PAGE>

storeowner customers and related other parties, we acquired an exclusive license
to utilize and  sub-license  the Shop `n Bag and Thriftway  trade names within a
designated  territory.  The Company has granted,  and will in the future  grant,
sub-licenses  of these trade  names to its  customers  desiring to utilize  such
names.

We have  significant  expertise and  experience in serving the ethnic markets in
the areas in which we operate.  This knowledge is of value to many manufacturers
and other  suppliers.  We have developed  programs  involving  customer  support
personnel and retail counselors that allow  significant  penetration to targeted
ethnic groups.

During the fiscal year ended  December 27, 2003, our largest  current  customer,
Associated,  accounted  for  approximately  15.0%,  of net  sales,  and our five
largest customers accounted for 53.5% of net sales.  Excluding A&P (which ceased
to be a customer in October 2003), our top five largest customers  accounted for
42.0% of net sales in 2003 down from 43.4% in 2002.


Warehousing and Distribution

Because each of our product  categories has different  storage and  distribution
requirements,  we handle  each  product  category  from a separate  distribution
center.  All four  facilities are equipped with modern  equipment for receiving,
storing and shipping large  quantities of merchandise.  In addition,  all of our
distribution  facilities are fully integrated through our computer,  accounting,
and  management   information  systems  to  promote  operating   efficiency  and
coordinated quality customer service. Management believes that the efficiency of
our distribution  centers enables us to compete  effectively.  Our warehouse and
inventory management system directs all aspects of the material handling process
from receiving through shipping,  and generates  detailed cost information which
warehouse  personnel  use to manage the  workforce  and flow of  product,  which
minimizes cost while maintaining the highest service level possible.

Our transportation fleet consists of 121 tractors (all of which are leased), 360
trailers  (of which 242 are leased) and one straight  truck which is leased.  In
addition,  we rent  trailers  on a monthly  basis to meet  seasonal  demand.  We
regularly use independent  owner/operators  to make deliveries on an "as needed"
basis to  supplement  the use of our own  employees  and  equipment  and arrange
backhauls where practical.  We make  approximately  4,000 deliveries per week to
our customers  with a combination of our own  transportation  fleet and those of
third parties.


Purchasing

We purchase our products from approximately 1,300 suppliers in the United States
and abroad and resell them to our  customers.  Brand name products are generally
purchased   directly   from  the   manufacturer,   through  the   manufacturer's
representatives or their  representatives by buyers in each operating  division.
White Rose(R) label and several  customers' private label products are purchased
from producers,  manufacturers or packers who are licensed by us or the specific
customer.  We purchase  products in large  volume and resell them in the smaller
quantities  required by our  customers.  We believe that we have the  purchasing
power to obtain competitive  volume discounts from our suppliers.  Substantially
all  categories of products  distributed  by us are available  from a variety of
manufacturers  and  suppliers,  and we are not dependent on any single source of
supply for any specific  category.  However,  market conditions  dictate that we
have certain nationally prominent brands, that are generally only available from
single  suppliers.  Order size and frequency are  determined by our buyers based


                                     - 4 -
<PAGE>

upon historical sales experience,  sales projections and computer forecasting. A
modern  procurement system provides the buying department with extensive data to
measure the movement and profitability of each inventory item, forecast seasonal
trends,  and recommend the terms of purchases,  including the practice of taking
advantage of situations  when the  manufacturer is selling an item at a discount
pursuant to a special promotion, an industry practice known as "forward buying."
The procurement system,  which operates in concert with the warehouse management
system,  features full electronic data  interchange  capabilities and accounting
interfaces.


Competition and Trademarks

The wholesale food distribution  industry is highly  competitive.  We are one of
the larger  independent  wholesale food  distributors to supermarkets in the New
York City  metropolitan  area. Our principal  competitors in our primary product
categories (grocery,  frozen, and refrigerated) are C&S Wholesale Grocers, Inc.,
Bozzuto's,  Inc. and Supervalu,  Inc. Our main  competitors  with respect to the
distribution  of only one or two of our product  categories are Krasdale  Foods,
Inc. and General Trading Co.

Management  believes  that the  principal  competitive  factors in our  business
include  price,  scope of products and services  offered,  distribution  service
levels,  strength of private label brand offered,  strength of store  tradenames
offered and store financing support.  We believe that our competitive  strengths
include our full product lines (including our White Rose(R) label), our intimate
knowledge of an  ethnically-fragmented  core  market,  our  flexibility  to meet
customer   requirements,   our  Met(R)  and  Pioneer(R)  voluntary   cooperative
tradenames,  competitive prices and competitive levels of customer services, and
the breadth of our product and  service  offerings.  Certain of our  competitors
have one or more similar  strengths,  offer more product  categories than we do,
and have greater financial strength than we have.


Seasonality

Historically,  our sales and  profitability  are  strongest in our fiscal fourth
quarter,  with the fiscal third quarter the weakest.  Third quarter  performance
has been improved somewhat by an increased customer concentration outside of New
York City,  especially  in areas that  experience  higher  summer sales (such as
along  the New  Jersey  shore)  and  other  areas  more  resistant  to  seasonal
fluctuations.


Employees

We employed 1,238 persons on March 4, 2004,  including 779 covered by collective
bargaining  agreements  with  various  International  Brotherhood  of  Teamsters
locals.

We are a party  to  collective  bargaining  agreements  with our  warehouse  and
trucking employees at our refrigerated food operation  (expiring November 2005),
our grocery  operation  (warehouse  expiring October 2007 and trucking  expiring
April 2007) and our frozen food operation  (expired January 2004).The Company is
currently in discussions with the union local representing workers at our frozen
food operation.  The discussions are on-going, and management expects to execute
an agreement in the near future.

Management  believes  that  our  present  relations  with  our  work  force  are
satisfactory.



                                     - 5 -
<PAGE>


ITEM 2.  PROPERTIES.
<TABLE>
<CAPTION>
Distribution facilities and data center.

           Location                        Use                     Square Footage          Lease Expiration
           --------                        ---                     --------------          ----------------
<S>                           <C>                                    <C>             <C>
Carteret, New Jersey          Groceries, Non-Perishables, and        645,000         2018 (plus two 5-year renewal
                              executive offices                                      options)

Woodbridge, New Jersey        Refrigerated                           200,000         2006 (plus three 5-year
                                                                                     renewal options)
Carteret, New Jersey          Frozen                                 279,000         2018 (plus two 5-year renewal
                                                                                     options)

Westbury, New York            Computer center                         11,800         2007
</TABLE>

In addition to those properties listed above, we rent space in Carteret,  NJ, on
a short term basis for our specialty food division and off-site storage. In 2003
this cost us  approximately  $.6  million.  Total  operating  lease rent paid in
connection  with our facilities was  approximately  $6.9 million in fiscal 2003.
Management  expects our operating  lease rent paid for our facilities in 2004 to
be $6.6  million.  In 2004,  the  Company  expects  to  expand  its dry  grocery
warehouse  in Carteret by 160,000  square feet at an expected  increased  annual
cost of  approximately  $1.2 million.  The expansion is expected to be completed
late in 2004 and should be  partially  offset by a  reduction  in our short term
rent expense.

The Carteret grocery division  distribution  facility  operates at approximately
95% of its current  capacity  (before the expansion  mentioned above) on a three
shift basis. The refrigerated  division distribution facility operates at 70% of
its current capacity and the frozen food division distribution  facility,  which
was  expanded in 2002,  operates at  approximately  60% of its current  capacity
(both on a five day, two shift basis). Each distribution facility has additional
capacity to expand its output through  expansion of the work week and additional
shifts  although  the type of new  business  introduced  (e.g.  product  that is
already  slotted in  inventory)  will impact how much  additional  capacity each
facility has.


ITEM 3.  LEGAL PROCEEDINGS.

We are involved in claims, litigation and administrative  proceedings of various
types in various jurisdictions. In addition, we have agreed to indemnify various
transferees  of  operations  we sold with respect to certain known and potential
liabilities.  We also have  incurred,  and may in the  future  incur,  liability
arising under  environmental  laws and regulations in connection with properties
we sold and properties presently owned or acquired. Although management believes
that it has established adequate reserves for known contingencies,  there can be
no assurances  that the costs of  environmental  remediation  or an  unfavorable
outcome in any litigation or  governmental  proceeding  will not have an adverse
effect on us.

Litigation.

We are not a party to any litigation,  other than routine litigation  incidental
to our business,  which,  in  management's  judgment,  is individually or in the


                                     - 6 -
<PAGE>

aggregate material to our business. Management does not believe that the outcome
of any of its current litigation,  either individually or in the aggregate, will
have a material adverse effect on us.

Environmental.  We have  incurred,  and may in the future  incur,  environmental
liability to clean up potential  contamination  at a number of properties  under
certain   federal  and  state   laws,   including   the  Federal   Comprehensive
Environmental Response,  Compensation, and Liability Act, as amended ("CERCLA").
Under  those  laws,  liability  for the  cleanup  of  property  contaminated  by
hazardous  substances may be imposed on both the present owner and operator of a
property and any person who owned or operated the property at the time hazardous
substances  were  disposed  of on the  property.  Persons who  arranged  for the
disposal of hazardous substances found on a disposal site may also be liable for
cleanup costs.  In certain  cases,  we have agreed to indemnify the purchaser of
our former properties for liabilities arising on that property or have agreed to
remain  liable for certain  potential  liabilities  that were not assumed by the
transferee.

Environmental   contamination   of  soil  and   groundwater   by  petroleum  and
pentachlorophenol has been identified at a site previously owned and operated by
us (in connection with a divested business) located in Ste. Genevieve, Missouri.
We have  completed  cleanup  of the soils at the site and no  further  action is
currently  required by the relevant  regulatory  authorities with respect to the
soil  contamination.  We may be subject to future cleanup  requirements or other
liability with respect to this site.

In addition,  we have been identified as a potentially  responsible  party under
CERCLA for clean-up costs at the Seaboard waste disposal site in North Carolina.
We are a member of the de  minimus  group  comprised  of parties  who  allegedly
contributed less than 1% of the total waste at the site.

We have recorded an estimate of our total  environmental  liability arising from
specifically  identified  environmental  liabilities  (including those discussed
above) in the amount of  approximately  $658,000 as of  December  27,  2003.  We
believe the reserves are  adequate  and that known and  potential  environmental
liabilities  (including  those discussed above) will not have a material adverse
effect on our financial condition.  However,  there can be no assurance that the
identification  of  contamination  at our current or former  sites or changes in
cleanup requirements would not result in significant costs to us.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None.



                                     - 7 -
<PAGE>


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is no established  public market for our outstanding  common equity. As of
March 5, 2004, there are three holders of class A common stock and three holders
of class B common stock. The majority  (98.54%) of our outstanding  common stock
is owned by Rose Partners, L.P. ("Rose").

We paid a dividend of $6.0 million in April 2002 and a dividend of $10.0 million
in June 2003. Our ability to pay dividends is governed by restrictive  covenants
contained in the  indenture  governing  our senior notes as well as  restrictive
covenants contained in our senior bank lending arrangement. As a result of these
restrictive  covenants,  based on our  results for the year ended  December  27,
2003, we are  currently  permitted to pay dividends up to $10.0 million which we
intend to pay on March 31, 2004.


ITEM 6. SELECTED FINANCIAL DATA.

We have derived the selected financial data as of December 27, 2003 and December
28,  2002 and for the years  ended  December  29,  2001,  December  29, 2002 and
December 27, 2003 from our audited  consolidated  financial  statements included
herewith.  See Note 16 to the consolidated financial statements - Restatement of
Balance Sheet and Statement of Cash Flows for a discussion of the restatement of
certain  balance sheet and cash flow data.  The selected  financial data for the
years ended December 30, 2000 and January 1, 2000 have been derived from audited
financial  statements  not  presented  herewith.  The  balance  sheet data as of
December 29, 2001,  December 30, 2000 and January 1, 2000 has been restated from
the  amounts  previously  reported  for the  matters  discussed  in Note 16. The
selected  information  presented  below should be read in conjunction  with such
consolidated financial statements and notes thereto. Amounts are in thousands of
dollars.
<TABLE>
<CAPTION>
                                          Year Ended     Year Ended    Year Ended    Year Ended     Year Ended
                                          January 1,    December 30,  December 29,   December 28,     December 27,
                                             2000           2000          2001          2002           2003
                                       -----------------------------------------------------------------------------
<S>                                    <C>             <C>             <C>             <C>             <C>
Income Statement Data:
Total revenue                          $ 1,413,827     $ 1,495,398     $ 1,538,824     $ 1,559,513     $ 1,544,128
Gross profit(a)                            138,971         144,996         151,313         156,752         161,445
  Warehouse expense                         51,865          52,233          54,123          57,844          62,042
  Transportation expense                    26,607          28,387          29,570          29,284          30,132
  Selling, general and                      25,834          29,443          29,526          30,197          31,327
administration expenses

  Transaction related expenses                --              --              --             3,239             547
  Amortization--goodwill                     2,425           2,425           2,425            --              --

Operating income                            32,240          32,508          35,669          36,188          37,397
  Interest expense                          16,679          16,028          15,917          15,559          14,950
  Amortization--deferred financing             764             730             651             758             628
costs
  Other (income), net                       (2,744)         (3,517)         (3,775)         (2,736)         (3,240)
Income  before income taxes                 17,541          19,267          22,876          22,607          25,059
Income taxes                                 7,872           8,528          10,781           9,436          10,710
Net  income                                  9,669          10,739          12,095          13,171          14,349


<CAPTION>
                                         January 1,    December 30,  December 29,   December 28,     December 27,
                                             2000           2000          2001          2002           2003
                                       -----------------------------------------------------------------------------
<S>                                    <C>             <C>             <C>             <C>             <C>
Balance Sheet Data:
Total assets (as restated)             $   278,848     $   296,710     $   299,142     $   304,264     $   303,585

Working capital                             56,397          56,238          73,612          74,774          75,628
Total debt including capital leases        164,069         167,531         157,058         152,994         163,121
Total stockholder's equity                   5,968          14,207          21,002          28,173          32,522

<FN>

(a) Gross profit excludes warehouse expense shown separately.
</FN>
</TABLE>



                                     - 8 -
<PAGE>


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

This section has been updated to give effect to the  restatement as discussed in
Note 16 to the consolidated  financial  statement included in Item 8, and should
be read in conjunction  with the  accompanying  audited  consolidated  financial
statements prepared in accordance with generally accepted accounting  principles
in the United States of America.

Forward- Looking Statements

Forward-looking  statements  in this Form 10-K/A  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 achievements 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  agreements  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 have;  dependence on key personnel;  changes in business regulation;
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 results of
terrorism or terrorist acts against the Company.


Application of Critical Accounting Policies

The consolidated financial statements are based on the selection and application
of significant accounting policies, which require management to make significant
estimates and assumptions. We believe that the items discussed below are some of
the more critical  judgment areas in the application of our accounting  policies
that affect our consolidated financial condition and results of operations.

Allowance for doubtful accounts

We  estimate  the net  realizable  value  of our  trade  receivables  and  notes
receivables,  as  well as our  vendor  receivables.  A  considerable  amount  of
judgment  is  required  in  assessing  the  realization  of  these  receivables,
including  evaluating the current  creditworthiness of each customer and related
aging of the past due  balances.  The provision for bad debts was $.5 million in
each of fiscal 2003,  fiscal 2002,  and fiscal 2001.  At December 27, 2003,  the


                                     - 9 -
<PAGE>

total notes and accounts  receivable  (including  the  long-term  portion)  were
$120.8 million and at December 28, 2002 were $117.5 million, net of an allowance
of doubtful  accounts of $4.1  million at December  27, 2003 and $5.0 million at
December 28, 2002. We evaluate the credit  worthiness  of specific  accounts for
reserve  consideration  when we become aware of a situation where a customer may
not be able to meet its  financial  obligations.  The reserve  requirements  are
based  on the  best  facts  available  and  are  re-evaluated  and  adjusted  as
additional information is received.


Goodwill and intangible assets

Our  intangible  assets  primarily  consist of  goodwill of $68.9  million.  The
determination  of  whether  these  assets  are  impaired  involves   significant
judgments  based upon short and  long-term  projections  of future  performance.
Certain  forecasts  reflect  assumptions  regarding our ability to  successfully
maintain our customer  base.  Changes in strategy  and/or market  conditions may
result in adjustments to recorded asset balances.  Forecasts used to support the
valuation of the intangible assets may change in the future,  which could result
in additional  non-cash  charges that would adversely  affect the results of our
operations and our financial condition.

Our policy is to annually  assess the value of our  goodwill on the first day of
our fiscal fourth quarter,  and more frequently as conditions require. We do not
believe our goodwill is impaired.


Pension benefits

We have  significant  pension  benefit  costs,  which we develop from  actuarial
valuations. Inherent in these valuations are key assumptions, including discount
rates and expected return on plan assets, which are evaluated on an annual basis
at the beginning of each fiscal year. We are required to consider current market
conditions,  such as changes in interest rates, in developing these assumptions.
Changes in the related  pension benefit costs or credits may occur in the future
due to changes in the  assumptions.  The key assumptions  used in developing our
fiscal 2003 net pension  expense were a 6.75 % discount  rate, an 8.25% expected
return  on plan  assets  and a 6% rate of  compensation  increases.  These  were
consistent  with the prior year  assumptions  except that the discount  rate was
reduced  by  one-half  of one  percent  to reflect  current  market  conditions.
Compared with the prior year,  our net pension  expense in fiscal 2003 increased
$1.2 million to $1.0  million.  Our net pension  expense is expected to increase
approximately  $.5  million  during  fiscal  2004,  primarily  as a result  of a
reduction in the  discount  rate from 6.75% to 6.25% and an  additional  year of
benefit accrual.  Holding all other assumptions  constant, a one-quarter percent
increase or decrease in the  discount  rate would have  increased  or  decreased
annual fiscal 2003 pre-tax  income by  approximately  $.2 million.  Likewise,  a
one-quarter  percent  increase or decrease in the expected return on plan assets
would have  increased or  decreased  annual  fiscal 2003 pre-tax  income by $ .1
million.

Assets on the balance  sheet at December  27, 2003  included a deferred  pension
asset of $21.3 million from our qualified  defined benefit pension plan included
in other  assets  (inclusive  of a $3.5 million  cash  contribution  in December
2003),  as well as a liability for our non qualified  supplemental  plan of $1.0
million.  This  liability  was offset by $1.2 million in a Rabbi Trust which was


                                     - 10 -
<PAGE>

also included in other assets on the balance sheet. If the estimated accumulated
benefit obligation related to the qualified pension plan exceeded the fair value
of the plan assets, we would be required to reduce the deferred pension asset to
zero and record a charge to equity.  Management closely monitors the accumulated
benefit  obligation and the fair market value of the assets and has made and may
continue to make contributions to the plan to avoid such charges to equity.


Reserves for self-insurance.

We are primarily self-insured for workers' compensation,  medical insurance, and
a portion  of our  liability  claims  (together  "claims").  It is our policy to
record  these  liabilities  based on  claims  filed  and an  estimate  of claims
incurred but not yet reported.  These reserves totaled $ 7.0 million at December
27,  2003.  Any  projections  of losses are  estimates  and are  subject to many
variables.  Among these variables are  unpredictable  external factors affecting
future inflation rates, litigation trends, legal interpretations,  benefit level
changes,  health care costs, and claim settlement  patterns.  Beginning in 2002,
since the workers  compensation accrual represents in excess of 50% of the total
claims reserve,  we engaged a national  actuarial firm to periodically (at least
annually) review our workers compensation accrual. If a greater amount of claims
is incurred  compared to estimates,  or if health care costs  increase more than
anticipated, recorded reserves may be insufficient and additional costs would be
recorded at that time in the consolidated financial statements.

We have discussed the application of these critical accounting policies with our
Audit Committee and our independent auditors, Deloitte & Touche, LLP. See Note 1
to the consolidated financial statements for recent accounting pronouncements.


                                     - 11 -
<PAGE>


Results of Operations

General overview As previously reported,  the Company ceased doing business with
A&P at the end of October 2003.  Sales to A&P were $305.6  million or 20% of the
Company's  net sales  during 2003 and $388.5  million or 25% of net sales during
2002. These lost sales were somewhat offset by the addition during the year of a
new  group of  customers  in the  Philadelphia  area  with  2003  sales of $72.4
million. The Company currently expects these customers to generate 2004 sales in
excess of $100.0 million.


                     Statement of Income as a % of Net Sales
                                                       Fifty-two weeks ended
                                                       ---------------------
                                                 Dec 29,     Dec 28,     Dec 27,
                                                  2001        2002        2003
Revenue:
    Net sales                                     100.0%      100.0%      100.0%
    Other revenue                                   0.5%        0.5%        0.6%
                                                   -----       -----       -----
              Total revenue                       100.5%      100.5%      100.6%
Cost of products sold                              90.6%       90.4%       90.1%
                                                   -----       -----       -----

Gross profit-exclusive of warehouse
  expense shown below                               9.9%       10.1%       10.5%

  Warehouse expense                                 3.5%        3.7%        4.0%
  Transportation expense                            1.9%        1.9%        2.0%
  Selling, general and administrative expense       1.9%        1.9%        2.0%
  Transaction related expenses                      0.0%        0.2%        0.0%
   Amortization-goodwill                            0.2%        0.0%        0.0%
                                                   -----       -----       -----

Operating income                                    2.4%        2.4%        2.5%

  Interest expense                                  1.0%        1.0%        1.0%
  Amortization-deferred financing costs             0.0%        0.0%        0.0%
  Other (income)-net                               -0.2%       -0.2%       -0.2%
                                                   -----       -----       -----

Income before income taxes                          1.6%        1.6%        1.7%
Income tax expense                                  0.7%        0.6%        0.7%
                                                   -----       -----       -----

Net income                                          0.9%        1.0%        1.0%
                                                   =====       =====       =====



                                     - 12 -
<PAGE>


Fifty-two weeks ended December 27, 2003 and December 28, 2002

Net sales for the fifty-two weeks ended December 27, 2003 were $1,534.2  million
as compared to $1,551.8 million for the fifty-two weeks ended December 28, 2002.
This  1.1%  decrease  in net  sales  reflects  the  loss  of A&P as a  customer.
Excluding  sales to A&P,  net sales in 2003 rose 5.4% as  compared  to 2002.  In
addition to the large new group of customers  mentioned above, the change in net
sales is a result of individual  purchasing  decisions of our  customers.  Other
revenue,  consisting of recurring  customer related services,  increased to $9.9
million  for the  fifty-two  weeks ended  December  27, 2003 as compared to $7.7
million  in  the  prior  period.  The  increase  was a  result  of  providing  a
warehousing service for a national manufacturer and incremental storage revenue.
The frozen  warehouse  expansion,  completed in the fourth quarter of 2002 ("the
Frozen  Warehouse  Expansion"),  added the  capacity  to enable  the  Company to
provide this service.

Our gross margin (excluding  warehouse  expense) increased to 10.5% of net sales
or $161.4 million for 2003, compared to 10.1% of net sales or $156.8 million for
the prior period,  reflecting  increased  other revenue from frozen  warehousing
services,  a change in mix of both  customers and products  sold, and allowances
related to new products the Company is carrying. The Company has taken, and will
continue to take,  steps  intended to maintain  and improve its margins  such as
auditing  and  scrutinizing  its  acquisition  cost of  product,  improving  its
inventory  management  (to reduce  slow  moving  products),  and taking  greater
advantage of forward buy opportunities. 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
generally accepted accounting  principles ("GAAP"),  may characterize income and
expenses differently.

Warehouse  expense  increased  as a  percentage  of net  sales  to 4.0% or $62.0
million for 2003,  compared to 3.7% of net sales or $57.8  million for the prior
period  primarily as a result of increased  occupancy  costs of $2.3 million (an
additional $1.4 million of rent as a result of the Frozen Warehouse  Expansion).
Increases in wages and fringe  benefits of $1.1 million and  insurance  costs of
$.6 million also contributed to the increase from the prior year.

Transportation  expense increased to 2.0% of net sales or $30.1 million for 2003
as compared to 1.9% of net sales or $29.3  million in the prior  period.  Higher
diesel fuel expense of approximately $.5 million was the single largest increase
in expense.  Increased  wages and fringe benefits offset by lower owner operator
expense in 2003 of $ .3 million and increased  equipment  rental  expense of $.2
million also contributed to the year to year change.

Selling,  general and  administrative  expense  increased as a percentage of net
sales to 2.0% of net sales or $31.3  million  for 2003  compared  to 1.9% of net
sales or $30.2  million  for the prior  period.  2003  included  an  increase in
pension  expense of  approximately  $1.2  million  from the prior year which was
partially  offset  by $.6  million  as a result of a  settlement  with an excess
insurance carrier related to legal fees expensed in previous years.

                                     - 13 -
<PAGE>

Transaction  related  expenses  were $.5  million  in 2003 as  compared  to $3.2
million in the prior year related to proposed securities offerings in Canada.

We recorded an income tax provision of $10.7 million,  resulting in an effective
income  tax  rate of 43% for  2003,  compared  to a  provision  of $9.4  million
resulting  in an  effective  rate of 42% in the prior  period.  The  increase in
effective  rate is a result of an increase in permanent  differences as a result
of certain nondeductible expenses.

We recorded net income for 2003 of $14.3 million as compared to $13.2 million in
the prior period.

EBITDA was $44.2  million  during 2003,  compared to $43.2  million in the prior
period.

Reconciliation of EBITDA to net income (in thousands):

                                          2003          2002          2001

     EBITDA                               $44,236      $43,206      $46,300
     Less: depreciation and
        amortization of fixed assets        2,239        2,341        2,332
     Less: other amortization               1,988        2,699        5,175
     Less: interest expense                14,950       15,559       15,917
     Less: income tax provision            10,710        9,436       10,781
                                          -------      -------      -------
     Net Income                           $14,349      $13,171      $12,095
                                          =======      =======      =======


The Company has presented EBITDA supplementally because management believes this
information  enables management,  investors,  and others 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  the  EBITDA  measures  as a  measure  of the
performance of our operations  without the vagaries of  fluctuations  in working
capital  as cash flow from  operations  would.  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.


Fifty-two weeks ended December 28, 2002 and December 29, 2001

Net sales for the fifty- two weeks ended December 28, 2002 were $1,551.8 million
as compared to $1,530.9 million for the fifty-two weeks ended December 29, 2001.
This 1.4% increase in net sales primarily  reflects  increased sales to existing
customers.  Other revenue,  consisting of recurring  customer related  services,
experienced an immaterial change.

                                     - 14 -
<PAGE>

Our gross margin (excluding  warehouse  expense) increased to 10.1% of net sales
or $156.8 million for 2002,  compared to 9.9% of net sales or $151.3 million for
the prior  period,  because of a change in mix of both  customers  and  products
sold. We have taken,  and will  continue to take,  steps to maintain and improve
our  margins.  Factors such as  advantageous  buying  opportunities,  changes in
customer  mix,  changes in  manufacturers'  promotional  activities,  changes in
product  mix,  or  competitive  pricing  pressures  may have an  effect on gross
margin.  Accordingly, we cannot be certain whether the gross margins we realized
in 2002 will continue.

Warehouse  expense  increased  as a  percentage  of net  sales  to 3.7% or $57.8
million for 2002,  compared to 3.5% of net sales or $54.1  million for the prior
period  primarily as a result of i) increased  benefits and insurance costs of $
2.4 million,  ii) the one time signing bonus paid to the grocery warehouse union
members upon ratifying the new five year contract  extension in September of $.4
million,  iii) increased rent as a result of the Frozen  Warehouse  Expansion of
$.4 million, and iv) increased wages of $.3 million .

Transportation  expense  remained flat at 1.9% of net sales or $29.3 million for
2002  compared  to 1.9% of net sales or $29.6  million  in the  prior  period as
better productivity offset higher wages, benefits and other costs.

Transaction  related  expenses  were $3.2  million in 2002 of which $2.7 million
related to a proposed securities offering in Canada.

Other income, net of other expenses and consisting primarily of interest income,
decreased  to $2.7  million for 2002 as  compared to $3.8  million for the prior
period.  The prior period  included a $.5 million gain on the sale of securities
and $.5 million of insurance proceeds from a claim.

We recorded an income tax provision of $9.4  million,  resulting in an effective
income  tax rate of 42% for  2002,  compared  to a  provision  of $10.8  million
resulting in an  effective  rate of 47% in the prior period as a result of a the
nondeductibility of certain of our goodwill amortization which stopped in 2002.

We recorded net income for 2002 of $13.2 million as compared to $12.1 million in
the prior period.  The increase was primarily the result of no  amortization  of
goodwill in the current year in  accordance  with SFAS No. 142. Had SFAS No. 142
been in effect  during  2001,  net income for that period  would have been $14.4
million. The decrease,  had SFAS 142 been in effect, would have been as a result
of the transaction related expenses discussed above.


Liquidity and Capital Resources

Cash flows from  operations  and amounts  available  under our $90 million  bank
credit  facility are the  principal  sources of our  liquidity.  We believe that
these sources will be adequate to meet our currently anticipated working capital
needs, dividend payments,  capital  expenditures,  and debt service requirements
during the next four fiscal quarters, as well as any investments we may make.

                                     - 15 -
<PAGE>

On February 17, 2004,  we entered into an amendment to the bank credit  facility
which extended its maturity to February 1, 2007. The bank credit  facility bears
interest  at a rate per  annum  equal to (at our  option):  (i) the Euro  Dollar
Offering Rate plus 1.625% or (ii) the lead bank's prime rate.  Borrowings  under
the revolving bank credit facility were $12.9 million (excluding $6.0 million of
outstanding  letters of credit)  at  December  27,  2003.  Additional  borrowing
capacity of $73.7  million  was  available  at that time under our then  current
borrowing base certificate.  Borrowings under the revolving bank credit facility
were $0 million  (excluding  $6.0 million of  outstanding  letters of credit) at
March 5, 2004.

During 2003,  cash flows  provided by operating  activities  were $10.7 million,
consisting  primarily of cash  generated  from income before  non-cash  items of
$21.9 million,  decreases in inventory of $7.6 million,  accounts  receivable of
$1.9  million and  prepaid  expenses  of $1.3  million,  offset by a decrease in
accounts payable of $15.7 million, accrued expenses and other liabilities of $.8
million and other assets of $5.4 million.

We used approximately $6.9 million of cash for investing activities during 2003.
$19.9  million was used for new loans to  customers  offset by $14.2  million of
collections.  $1.2 million was used for capital expenditures.  Net cash provided
by financing activities during 2003 was $.1 million consisting of net borrowings
under our bank  credit  facility  of $10.2  million  offset  by a $10.0  million
dividend  paid in June 2003 and  approximately  $.1  million  of  capital  lease
payments.

Our consolidated  indebtedness  increased to $163.1 million at December 27, 2003
as compared to $153.0  million at December  28, 2002.  Stockholders'  equity was
$32.5  million on December 27, 2003 as compared to $28.2 million on December 28,
2002.  Based on our results for the year ended  December 27, 2003,  we expect to
pay a $10.0 million dividend on March 31, 2004.

During the fiscal fourth  quarter of 2002,  we purchased  $6.7 million of senior
notes on the open market at par and  retired  them.  We will  continue to assess
market conditions and may in the future purchase and retire  additional  amounts
of our senior notes.

We  currently  do not  expect to spend  more than $1.5  million  during  2004 on
capital  expenditures,  but we may purchase  certain assets used in our business
instead of leasing them due to economic  conditions.  In addition,  we may spend
additional resources on upgrading computer systems.

We did not  incur  any  cash  expense  in  fiscal  2003 in  connection  with the
environmental  remediation of presently owned or divested  properties and do not
expect to expend more than approximately $.2 million in fiscal 2004. At December
27, 2003, we had reserved $.7 million for known  environmental  liabilities.  We
intend to finance the  remediation  through  internally  generated  cash flow or
borrowings.  We believe that should we become  liable as a result of any adverse
determination  of any legal or  governmental  proceeding  in a  material  amount
beyond our reserves, it could have an adverse effect on our liquidity position.

From time to time, we have sold non-recourse,  senior participations in selected
customer notes to various banks at par. Aggregate proceeds from those sales were
$0, $1.9 million and $10.5 million in 2003,  2002,  and 2001  respectively.  All
proceeds were used to repay amounts under our bank credit facility or to provide


                                     - 16 -
<PAGE>

working  capital.  The primary reason for these sales was to enhance our ability
to lend money to customers within the confines of our financing  agreements.  We
may sell  additional  participations  from time to time. In January 2004 we sold
approximately  $2.0  million  of  participations.  We expect to sell  additional
participations in 2004.

Under the terms of our revolving bank credit  facility,  we are required to meet
certain  financial  tests,  including  minimum interest  coverage ratios.  As of
December 27, 2003, we were in compliance with our covenants.


Off-balance sheet arrangements and contractual obligations

We use  off-balance  sheet  arrangements  such as leases to finance  many of our
business  activities.  All  four  of our  major  facilities  are  leased  (three
operating and one capital lease) as is most of our transportation fleet and much
of our material  handling  equipment.  The operating leases are reflected in the
Company's  Statement  of Income as  expenses.  We  choose to lease  these  items
instead of purchasing them because we believe it is a more efficient  allocation
of the  Company's  capital in  addition to  providing  more  flexibility  to the
Company's liquidity. The chart summarizes our contractual obligations:


<TABLE>
<CAPTION>
                                                         Payments due by period
                                    -------------------------------------------------------------
                                    Total      Less than     1-3 years     3-5 years    More than
   Contractual Obligations                      1 year                                   5 years
   -----------------------
        (in thousands)
<S>                               <C>           <C>           <C>           <C>           <C>
Long-Term Debt                    $148,300      $      0      $      0      $148,300      $      0
Capital Lease Obligations            3,196           186           372           372         2,266
Operating Leases Obligations       101,976        10,562        18,601        15,895        56,918
Purchase Obligations  (a)              304           304             0             0             0
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet under GAAP
excluding deferred tax
liabilities (b)                        598           200           200           198              0
                                       ---           ---           ---           ---              -
Total                             $254,374       $11,252       $19,173      $164,765        $59,184
                                  ========       =======       =======      ========        =======
<FN>


(a)  We have not included i) any obligation that by its terms can be canceled on
     thirty days or less notice or ii) purchase orders for inventory.
(b)  Excludes deferred income and minority interest.
</FN>
</TABLE>

We have contingent  obligations,  including performance guarantees in the amount
of  approximately  $1.6 million,  which decrease by $.6 million per year through
September  2006.  The Company would be obligated to perform under the guarantees
if the primary obligor  defaulted on its payment  obligations and the Company is
unable to put into place a  substitute  obligor  for either the entire term or a
portion  of the term of the  guarantee  period.  As of the date of this  report,
management has assessed the likelihood of the primary  obligor's default as low.
We were also  contingently  liable  for  approximately  $6.0  million on standby
letters  of credit  issued in the  ordinary  course of  business  under the bank
credit facility at December 27, 2003.

                                     - 17 -
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to market  risk from  changes in the  interest  rates on our bank
credit  facility.  Any  outstanding  loan balance under our bank credit facility
bears interest at a variable rate based on prevailing  short-term interest rates
in the United States and Europe.  Based on 2003's average  outstanding bank debt
(which  averaged  less  than $1  million),  a 100 basis  point  change in annual
interest rates would change annual interest expense by approximately $7,400. For
fixed rate debt such as the Senior Notes,  interest rate changes affect the fair
market value of the Senior Notes but do not impact earnings or cash flows.

We are also  exposed to market risk with  respect to diesel  fuel.  Based on the
Company's current transportation needs, each $0.10 change in the price of diesel
fuel  would  increase  or  decrease,   as  applicable,   the  Company's   annual
transportation costs by approximately $.1 million.

We do not presently use financial derivative  instruments to manage our interest
costs.  Currently,  we have no foreign exchange risks and only minimal commodity
risk with respect to commodities such as natural gas and  electricity.  Although
changes in the  marketplace  for energy may bring added risk, we cannot quantify
that risk at this time.




                                     - 18 -
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

This section has been updated to give effect to the  restatement as discussed in
Note 16 to the audited consolidated financial statements,  and should be read in
conjunction  with the accompanying  audited  consolidated  financial  statements
prepared in accordance  with  generally  accepted  accounting  principles in the
United States of America.  While the  restatement did not have any effect on our
statement of income or statement of stockholders' equity, it did affect cash and
accounts payable in the consolidated  balance sheets as well as the consolidated
statement of cash flows.

                                                                            Page

Financial Statements

Consolidated Financial Statements of Di Giorgio Corporation and Subsidiaries

Index to Consolidated Financial Statements..............................     F-1

Report of Independent Registered Public Accounting Firm ................     F-2

Consolidated Balance Sheets as of December 28, 2002 and
December 27, 2003 (Restated)............................................     F-3

Consolidated Statements of Income for each of the
 three years in the period ended December 27, 2003.......................    F-4

Consolidated Statements of Changes in Stockholders'
 Equity for each of the three years in the period
 ended December 27, 2003.................................................    F-5

Consolidated Statements of Cash Flows for each of
 the three years in the period ended December 27, 2003 (Restated)........    F-6

Notes to Consolidated Financial Statements...............................    F-8


ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
     FINANCIAL DISCLOSURE.

None




                                     - 19 -
<PAGE>


ITEM 9A. CONTROLS AND PROCEDURES.

This section has been updated for events and developments  occurring  subsequent
to the filing of the Original Form 10-K through August 16, 2004.

     (a)  Evaluation of Disclosure 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).  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 December 27, 2003.  The errors  identified and
discussed in Note 16 of the consolidated 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 for the quarter ended June
26,  2004 and  immediately  rectified.  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.





                                     - 20 -
<PAGE>




                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth certain  information  regarding the directors and
executive officers of Di Giorgio:

                           Age      Position

Richard B. Neff (1)        56       Co-Chairman of the Board of Directors and
                                    Chief Executive Officer

Stephen R. Bokser          61       Co-Chairman of the Board of Directors,
                                    President, and Chief Operating Officer

Jerold E. Glassman (1)     68       Director

Emil W. Solimine (2)       59       Director

Charles C. Carella (3)     70       Director

Jane Scaccetti (3)         50       Director

Michael S. Goldberg (2)    30       Director

Robert L. Reiner           49       Director

Joseph R. DeSimone         65       Senior Vice President Distribution

Robert A. Zorn             50       Executive Vice President-Finance
                                    and Treasurer

Lawrence S. Grossman       43       Senior Vice President and Chief
                                    Financial Officer

Harlan Levine              43       Vice President, General Counsel
                                    and Secretary

George Conklin             44       Vice President of Logistics

Joseph Fantozzi            43       Senior Vice President and General Manager-
                                    White Rose(R) Dairy Division of Di Giorgio

John Annetta               52       Senior Vice President and General Manager-
                                    White Rose(R) Frozen Division of Di Giorgio

John J. Zumba              66       Senior Vice President
--------------------------------------------------------------------------------
(1)      Member of the Executive Committee
(2)      Member of the Compensation Committee
(3)      Member of the Audit Committee

                                     - 21 -
<PAGE>

Directors are elected for one year terms and hold office until their  successors
are elected and qualified.  The executive officers are appointed by and serve at
the discretion of the Board of Directors.

Mr. Neff has been  Co-Chairman and Chief  Executive  Officer of Di Giorgio since
October  2000.  For the five years prior to October  2000,  he was Di  Giorgio's
Executive Vice President and Chief Financial Officer.  He has been a Director of
Di Giorgio since 1990 and has been the general partner of Rose or controlled the
general partner of Rose since October 2000. He is also an executor of the Estate
of Arthur  Goldberg,  a limited  partner of Rose and a director of  Safety-Kleen
Corp since January 2004.

Mr. Bokser has been  Co-Chairman,  President,  and Chief Operating Officer of Di
Giorgio since October 2000.  For the five years prior to October 2000, he was Di
Giorgio's  Executive  Vice  President  and  President of the White  Rose(R) Food
division.  He has been a Director of Di Giorgio since 1990. Mr. Bokser is also a
director of  Foodtown,  Inc.,  a  supermarket  cooperative,  and customer of the
Company. He is also a director of Maimonides Hospital in Brooklyn, NY.

Mr.  Glassman has been a Director of Di Giorgio  since 1990.  From prior to 1998
through 2001, Mr. Glassman was managing partner of the law firm Grotta, Glassman
& Hoffman,  and since 2002,  he has been its  chairman.  Mr.  Glassman is also a
director of Essex Valley Healthcare, Inc.

Mr. Solimine has been a Director of Di Giorgio since 1990.  Since prior to 1998,
he has been the Chief  Executive  Officer of the Emar Group,  Inc., an insurance
concern.. He is also a limited partner of Rose.

Mr.  Carella  became a Director of Di Giorgio in 1995.  Since prior to 1998, Mr.
Carella  has been a partner of the  Carella,  Byrne,  Bain,  Gilfillan,  Cecchi,
Stewart  &  Olstein  law  firm.  Mr.  Carella  is  a  member  of  the  Board  of
Administrations  of the  Archdiocese  of  Newark  and the Board of  Trustees  of
Fordham University. He is also a director of the Cancer Institute of New Jersey.

Ms. Scaccetti has been a Director of Di Giorgio since 1996. Since prior to 1998,
she has been a shareholder of Drucker & Scaccetti, P.C., an accounting firm. She
is also a director of  Nutrition  Management  Services  Company,  The Pep Boys -
Manny, Moe & Jack, Temple  University  Health Systems,  and Keystone Health Plan
East. Ms. Scaccetti is a certified public accountant.

Mr.  Goldberg has been a Director of Di Giorgio since 2001. Mr.  Goldberg worked
for Merrill  Lynch from 1996 through  1999.  He received  his MBA from  Columbia
University in 2001. He is also an executor of the Estate of Arthur  Goldberg,  a
limited partner of Rose. Mr. Goldberg is currently a private investor.

Mr. Reiner became a Director of Di Giorgio in April 2004. From 1994 to 2002, Mr.
Reiner  held the  position  of  Global  Portfolio  Manager  for  Deutsche  Asset
Management. He became Managing Director in 1999.

Mr. DeSimone has been Senior Vice President of Distribution since prior to 1998.

                                     - 22 -
<PAGE>

Mr. Zorn has been Executive Vice President-Finance  since 2001.  Previously,  he
held the position of Senior Vice  President  and  Treasurer of Di Giorgio  since
prior to 1998.

Mr.  Grossman has been Senior Vice President and Chief  Financial  Officer since
2001. Previously,  he held the position of Vice  President-Corporate  Controller
since prior to 1998. Mr. Grossman is a certified public accountant.

Mr. Levine has been Vice President and General  Counsel of Di Giorgio since June
2000.  Previously he held the position of Division  Counsel since prior to 1998.
He is admitted to the New York and New Jersey bar.

Mr. Conklin has been Vice President of Logistics since prior to 1998.

Mr.  Fantozzi has been Senior Vice  President  and General  Manager of the White
Rose(R) Dairy division of Di Giorgio since 2001. Previously he held the position
of Vice President and General  Manager of the White Rose(R) Dairy division of Di
Giorgio since prior to 1998.

Mr.  Annetta  has been Senior Vice  President  and General  Manager of the White
Rose(R)  Frozen  division  of Di  Giorgio  since  2001.  Previously  he held the
position of Vice  President  and  General  Manager of the White  Rose(R)  Frozen
division of Di Giorgio since prior to 1998.

Mr.  Zumba has been Senior Vice  President  since 2001.  Previously  he held the
position of Vice President of Sales since prior to 1998.


AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors has  determined  that Jane  Scaccetti,  Chairperson is an
audit committee  financial expert as defined by Item 401(h) of Regulation S-K of
the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act") and is
independent  within  the  meaning of Item  7(d)(3)(iv)  of  Schedule  14A of the
Exchange Act.

AUDIT COMMITTEE

We  have  a  separately-designated   standing  Audit  Committee  established  in
accordance  with Section  3(a)(58)(A)  of the  Exchange  Act. The members of the
audit committee are Charles C. Carella, Esq. and Jane Scaccetti (Chairperson).

CODE OF ETHICS

We have adopted a code of ethics for senior  executive  officers  (including the
principal  executive  officer,  principal  financial officer and controller) and
employees,  known as the Standards of Business  Conduct.  The code of ethics for
senior    executive    officers    is    available    on    our    website    at
http://www.whiterose.com.  Within  the time  period  required  by the  SEC,  the
Company  will post on its  website any  modifications  to the code of ethics for
senior  executive  officers and any waivers  applicable to its senior  executive
officers, as required by the Sarbanes-Oxley Act of 2002.

                                     - 23 -
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION.

Compensation

The following table sets forth  compensation  paid or accrued during the year to
the Chief  Executive  Officer  during the year and each of our four most  highly
compensated  executive officers whose cash  compensation,  including bonuses and
deferred  compensation,  exceeded  $100,000  for the three  fiscal  years  ended
December 27, 2003.
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                                            Other Annual    All Other
Name and Principal Position                 Year     Salary       Bonus     Compensation   Compensation
                                                                                (1,2)
<S>                                        <C>      <C>          <C>          <C>          <C>
Richard B. Neff                            2003     $400,000     $440,000     $ 71,823     $  3,000(3)
Co-Chairman of the Board of Directors      2002     $400,000     $550,000     $ 76,604     $  3,000(3)
and Chief Executive Officer                2001     $400,000     $550,000     $ 80,525     $  2,550(3)


Stephen R. Bokser                          2003     $400,000     $440,000     $ 97,561     $  3,000(3)
Co-Chairman of the Board of Directors,     2002     $400,000     $550,000     $ 76,604     $  3,000(3)
President, and Chief Operating Officer     2001     $400,000     $550,000     $ 80,525     $  2,550(3)


Robert A. Zorn                             2003     $288,100     $ 44,000         --       $  3,000(3)
Executive Vice President-Finance and       2002     $275,600     $ 55,000         --       $  3,000(3)
Treasurer                                  2001     $260,600     $ 55,000         --       $  2,550(3)

Joseph Fantozzi                            2003     $220,000     $ 72,000         --       $  3,000(3)
Senior Vice President and General          2002     $208,000     $ 90,000         --       $  3,000(3)
Manager of White Rose Dairy Division       2001     $191,000     $ 90,000         --       $  2,550(3)


Lawrence S. Grossman                       2003     $214,000     $ 72,000         --       $  3,000(3)
Senior Vice President and                  2002     $202,000     $ 90,000         --       $  3,000(3)
Chief Financial Officer                    2001     $186,000     $ 90,000         --       $  2,550(3)

<FN>

(1) Other annual  compensation  consists of interest and principal payments on a
loan payable,  grossed up for taxes,  which was used to purchase our stock.  The
loan's 2003 interest rate was 4.25% and it matures in 2005.  Certain  incidental
personal benefits to our executive officers may result from expenses incurred by
us in the  interest of  attracting  and  retaining  qualified  personnel.  These
incidental  personal benefits made available to executive officers during fiscal
years 2001, 2002, and 2003 are not described herein because our incremental cost
of the  benefits is below the  Securities  and  Exchange  Commission  disclosure
threshold.

(2) In the case of Mr. Bokser,  other annual  compensation in 2003 also includes
$25,738,  including  the gross up for  taxes,  for the  reimbursement  of a life
insurance premium.

                                     - 24 -
<PAGE>

(3) Represents contributions made by us pursuant to our Retirement Savings Plan.
See "Executive Compensation -- Retirement Savings Plan."
</FN>
</TABLE>


Employment Agreements

We are a party to an employment agreement with Mr. Neff which runs through April
1, 2005. Currently, Mr. Neff is entitled to receive an annual salary of $400,000
pursuant  to the  employment  agreement.  In  addition,  Mr.  Neff will  receive
additional  compensation (the "Additional  Compensation") upon the occurrence of
certain  change  of  control  type  of  events  or  distribution  of  assets  to
shareholders,  as both are defined in the  employment  agreement and  determined
pursuant to a formula. In the event of his death or disability,  Mr. Neff or his
estate  will be  entitled  to  continue  to receive  compensation  and  employee
benefits for one year  following  such event and in certain  circumstances  will
receive Additional Compensation.

We are a party to an  employment  agreement  with Mr.  Bokser which runs through
April 1, 2005. Currently,  Mr. Bokser is entitled to receive an annual salary of
$400,000  pursuant to the  employment  agreement.  In addition,  Mr. Bokser will
receive  additional  compensation  (the  "Additional   Compensation")  upon  the
occurrence of certain change of control type of events or distribution of assets
to shareholders,  as both are defined in the employment agreement and determined
pursuant to a formula.  In the event of his death or  disability,  Mr. Bokser or
his estate will be entitled to  continue to receive  compensation  and  employee
benefits for one year  following  such event and in certain  circumstances  will
receive Additional Compensation.

We are a party to an  agreement  with Mr.  Zorn which  provides  that six months
notice be given by either party to terminate his employment. Currently, Mr. Zorn
is entitled to receive an annual salary of $288,100,  as adjusted by annual cost
of living adjustments,  if any, and annual bonuses, at our sole discretion.  Mr.
Zorn may also receive additional  incentive  compensation upon the occurrence of
the  termination  of Mr. Zorn's  employment or certain change of control type of
events,  determined pursuant to a formula. Under the terms of the agreement,  if
the  employment of Mr. Zorn is terminated for any reason other than for cause or
disability,  Mr. Zorn is entitled to receive  compensation  and benefits for six
months,  provided  that he uses his  best  efforts  to  secure  other  executive
employment.

Retirement Plan

We maintain the Di Giorgio  Retirement Plan (the  "Retirement  Plan") which is a
defined  benefit  pension  plan.  Our non-union  employees  (unless a bargaining
agreement  expressly  provides for participation) are eligible to participate in
the  Retirement  Plan on the  January 1 or July 1 after  completing  one year of
employment.

All benefits under the Retirement Plan are funded by  contributions  made by us.
In general,  a participant's  retirement benefit consists of the sum of (a) with
respect to employment  on or after  September 1, 1990, an annual amount equal to
the participant's  aggregate compensation (excluding income from the exercise of
certain stock option and stock  appreciation  rights) while the  participant  is
eligible to participate in the Retirement  Plan  multiplied by 1.5% and (b) with


                                     - 25 -
<PAGE>

respect to employment  prior to September 1, 1990, an annual amount equal to the
sum of (i) the benefit earned under the Retirement Plan as of December 31, 1987,
the product of the participant's  1988 compensation and 1.5%, and the product of
the  participant's  1988 compensation in excess of $45,000 and .5% plus (ii) the
product of the participant's  aggregate compensation earned after 1988 and prior
to September 1, 1990 and 1.5%. In certain  circumstances,  the amount determined
under (b)(i) above may be determined in an alternative manner.

Benefits  under  the  Retirement  Plan are  payable  at a  participant's  normal
retirement  date the January 1 after  reaching age 65) in the form of an annuity
although a limited  lump-sum payment is available.  In addition,  an actuarially
reduced early  retirement  benefit is available after a participant  reaches age
55.

In addition, we maintain a nonqualified  supplemental pension plan that provides
for the same pension  benefit  calculated on income in excess of prescribed  IRS
limitations.  A participant earns a nonforfeitable right to a retirement benefit
after  reaching  age  65,  becoming  disabled,   or  completing  five  years  of
employment. The estimated annual retirement income payable in the form of a life
annuity to the individuals named in the Summary Compensation Table commencing at
their  respective   normal   retirement  ages  under  the  Retirement  Plan  and
nonqualified plan is as follows:  Mr. Neff, $113,405;  Mr. Bokser $190,796;  Mr.
Zorn, $40,875; Mr. Fantozzi, $43,110; and Mr. Grossman, $34,313.


Retirement Savings Plan

We maintain the Di Giorgio Retirement Savings Plan (the "Savings Plan") which is
a defined  contribution  plan with a cash or deferred  arrangement (as described
under  Section  401(k) of the Internal  Revenue Code of 1986).  In general,  our
non-union  employees  (unless a  bargaining  agreement  expressly  provides  for
participation)  are eligible to participate in the Savings Plan on the first day
of the calendar quarter after completing one year of employment.

Eligible  employees may elect to  contribute on a tax deferred  basis from 1% to
60% of their total  compensation  (as defined in the Savings  Plan),  subject to
statutory  limitations.  A contribution of up to 5% is considered to be a "basic
contribution"  and  we  make  a  matching  contribution  of  30%  of  the  basic
contribution.

Each participant has a fully vested interest in all contributions  made by them.
There is a three year vesting period for matching  contributions made by us. The
employee  has  full  investment  discretion  over  all  contributions  in  funds
designated by us.

Loans are generally available up to 50% of a participant's balance and repayable
over five  years,  with the  exception  of a  primary  house  purchase  which is
repayable over ten years. Interest is set at prime plus 1%.

A  participant  may withdraw  certain  amounts  credited to his account prior to
termination of employment.  Certain  withdrawals  require financial  hardship or
attainment  of age 59 1/2.  In  general,  amounts  credited  to a  participant's
account will be distributed upon termination of employment.

                                     - 26 -
<PAGE>


Compensation of Directors

Our Directors who are not employees receive a quarterly retainer of $6,250 plus
fees of $2,000 for attendance at meetings of the Board of Directors and $2,000
($1,000 prior to February 20, 2003) for Committee meetings.

Compensation Committee Interlocks and Insider Participation

Mr. Solimine is a member of the Company's Compensation Committee. Mr. Solimine
controls Emar Group, Inc. ("Emar"), a risk management and insurance brokerage
company, which the Company uses for risk management and insurance brokerage
services. We paid Emar approximately $.2 million in fiscal 2003 for such
services and purchased insurance with premiums of approximately $3.6 million
through Emar.



ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.



                                          Shares of Common         Percentage of
          Name                               Stock Owned               Total

          Rose Partners, LP (1)        76.9719 sh of class A        98.54%
                                       75.7433 sh of class B

          Richard B. Neff (2)          0.57195 sh of class A          .73%
                                       0.56285 sh of class B

          Stephen R. Bokser (2)        0.57195 sh of class A          .73%
                                       0.56285 sh of class B

     (1)  Rose Partners,  LP is a limited partnership.  The sole general partner
          is RBN Investments,  Inc., a corporation wholly-owned by Mr. Neff. The
          business  address  for Rose is 380  Middlesex  Avenue,  Carteret,  New
          Jersey 07008.

     (2)  Mr.  Neff's and Mr.  Bokser's  business  addresses  are 380  Middlesex
          Avenue, Carteret, New Jersey 07008.




                                     - 27 -
<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


Mr.  Bokser  serves on the board of directors of Foodtown,  Inc., a  supermarket
cooperative.   Mr.  Bokser  serves  on  its  board  without  compensation  as  a
representative of the Company. The Company,  through a wholly-owned  subsidiary,
owns a  non-voting  equity  interest in the  cooperative.  Sales to the Foodtown
cooperative  in 2003  were  $8.4  million.  Most of the  decisions  to  purchase
products  from the Company are made by  individual  members of the Foodtown coop
and total sales to the individual members of the coop were approximately  $210.7
million in 2003.

We employ  Grotta,  Glassman & Hoffman,  a law firm in which Jerold E. Glassman,
one of our directors,  is chairman,  for legal services on an on-going basis. We
paid approximately $26,000 to the firm in fiscal 2003.

We utilize Emar Group, Inc. ("Emar"),  a risk management and insurance brokerage
company  controlled  by Emil W.  Solimine,  one of our  directors  and a limited
partner of Rose, for risk management and insurance brokerage  services.  We paid
Emar  approximately  $.2 million in fiscal 2003 for such  services and purchased
insurance with premiums of approximately $3.6 million through Emar.

We believe that the  transactions set forth above are on terms no less favorable
than those which could reasonably have been obtained from unaffiliated parties.

In April 2000, we loaned each of Messrs.  Neff and Bokser $185,000 to be used by
each of them to purchase  .57195  shares of our Class A common  stock and .56285
shares of our Class B common  stock from one of our minority  shareholders.  The
loans'  interest  rate for the year was 4.25% and  matures in 2005.  On March 1,
2004, $69,295 was outstanding on each loan.




                                     - 28 -
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The  following  fees were paid to Deloitte & Touche,  LLP for services  rendered
during the years ended December 27, 2003 and December 28, 2002:



                                           2003               2002
                                           ----               ----

         Audit Fees (a)                  $282,500           $267,000
         Audit-Related Fees               250,000 (c)        534,500 (b,c)
         Tax Fees                              --                 --
         All Other Fees                        --                 --
                                         --------           --------
         Total Fees                      $532,500           $801,500
                                         ========           ========


     (a)  Includes  the  audit of the  Company's  financial  statements  and the
          performance of quarterly reviews.
     (b)  Includes  an  audit  of the  Company's  financial  statements  for the
          quarter ended March 30, 2002.
     (c)  Includes fees  associated with  re-issuances of the audit opinion,  as
          well as work on the  registration  statement  for the proposed sale of
          Canadian securities.


Policy  on Audit  Committee  Pre-Approval  of Audit  and  Permissible  Non-Audit
Services of Independent Auditors

In 2003, the Audit  Committee  adopted  policies and  procedures  which address,
among other matters,  pre-approval of audit and permissible  non-audit  services
provided by the independent  auditor.  The policies and procedures  require that
all services to be provided by the independent  auditors must be approved by the
Audit  Committee.  All of the audit  and  audit  related  services  provided  by
Deloitte & Touche,  LLP in fiscal year 2003  (described  in the footnotes to the
table above) and related fees were approved in advance by the Audit Committee.





                                     - 29 -
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

a.       Documents filed as part of this report.

     1.   Financial Statements

          Report of Independent Registered Public Accounting Firm........... F-2

          Consolidated Balance Sheets as of
          December 28, 2002 and December 27, 2003 (Restated)................ F-3

          Consolidated Statements of Income for each of the
          three years in the period ended December 27, 2003................. F-4

          Consolidated Statements of Changes in Stockholders'
          Equity for each of the three years in the period
          Ended December 27, 2003........................................... F-5

          Consolidated Statements of Cash Flows for each of
          the three years in the period ended December 27, 2003 (Restated).. F-6

          Notes to Consolidated Financial Statements........................ F-8

     2.   Financial Statement Schedule

          Schedule II--Valuation and Qualifying Accounts.................... S-1

     3.   Exhibits

          A.   Exhibits

         Exhibit No.                Exhibit

          2.1(8)    -  Certificate  of Ownership  and Merger  merging White Rose
                    Foods, Inc. with and into Di Giorgio Corporation.

          3.1(2)    - Restated Certificate of Incorporation.

          3.2(2)    - Bylaws.

          4.1(7)    - Indenture  between Di Giorgio  Corporation and The Bank of
                    New York, as Trustee,  including the form of Note,  dated as
                    of June 20, 1997.

          10.1(11)+ - Second Amended and Restated Employment Agreement effective
                    as of April 1, 2000 between the Company and Richard B. Neff.

                                     - 30 -
<PAGE>

          10.2(1)+  - Employment  Agreement  dated February 18, 1992 between the
                    Company and Robert A. Zorn

          10.3(11)+ - Third Amended and Restated Employment  Agreement effective
                    as of April 1, 2000  between  the  Company  and  Stephen  R.
                    Bokser

          10.4(3)+  -  Di  Giorgio  Retirement  Plan  as  Amended  and  Restated
                    effective January 1, 1989 (dated January 26, 1996)

          10.5(5)+  - Di Giorgio Retirement Savings Plan as Amended and Restated
                    effective January 1, 1989

          10.6(6)+  -  Amendment  to  the Di  Giorgio  Retirement  Savings  Plan
                    effective January 1, 1989 (dated November 28, 1995)

          10.7(3)   - License  and  Security  Agreement  dated as of February 1,
                    1993,  by Di Giorgio  Corporation  in favor of BT Commercial
                    Corporation, as agent

          10.8(4)   - Lease between AMAX Realty Development, Inc. and V. Paulius
                    and  Associates  and the  Company  dated  February  11, 1994
                    relating to warehouse facility at Carteret, New Jersey

          10.9(5)   - Sublease  Agreement  dated June 20, 1994  between  Fleming
                    Foods  East  Inc.  (landlord)  and  Di  Giorgio  Corporation
                    (tenant) relating to facilities  located in Woodbridge,  New
                    Jersey.

          10.10(9)  - Lease between AMAX Realty Development, Inc. and V. Paulius
                    and Associates and the Company dated November 26, 1997 for a
                    frozen food warehouse facility at Carteret, New Jersey.

          10.11(9)  -  Third  Amendment,  dated  as of  November  26,  1997,  to
                    Carteret  grocery  warehouse  lease dated as of February 11,
                    1994.

          10.13(10) - Restated  Credit  Agreement  dated as of November 15,
                    1999 among Di Giorgio Corporation as Borrower, the financial
                    institutions thereto, as Lenders, BT Commercial Corporation,
                    as Agent for the Lenders,  and Deutsche Bank AG New York, as
                    Issuing Bank.

          10.14(12) - First Amendment, dated August 31, 2001, to Carteret frozen
                    food warehouse lease dated November 26, 1997.

          10.15(12) -  Fourth  Amendment,  dated  August  31,  2001,  to
                    Carteret  grocery  warehouse  lease dated as of February 11,
                    1994.

          10.16(13) - Second  Amendment,  dated  January 10,  2002,  to Carteret
                    frozen food warehouse lease dated as of November 26, 1997.

          10.17(14) -  First  Amendment  dated  February  3,  2004  executed  in
                    connection with Restated Credit Agreement dated November 15,
                    1999 among Di Giorgio Corporation as Borrower, the financial


                                     - 31 -
<PAGE>

                    institutions thereto, as Lenders, BT Commercial  Corporation
                    as agent for the Lenders and Deutsche  Bank AG New York,  as
                    Issuing Bank.

          21(14)    - Subsidiaries of the Registrant.

          31.1(14)  - Certification of Chief Executive  Officer required by Rule
                    13a-14(a) or Rule 15-d14(a) of the  Securities  Exchange Act
                    of  1934,  as  adopted  pursuant  to  Section;  302  of  the
                    Sarbanes-Oxley Act of 2002.

          31.2(14)  - Certification of Chief Financial  Officer required by Rule
                    13a-14(a) or Rule 15-d14(a) of the  Securities  Exchange Act
                    of  1934,  as  adopted  pursuant  to  Section;  302  of  the
                    Sarbanes-Oxley Act of 2002.

          32.1(14)  -  Certification  of  Chief  Executive   Officer  and  Chief
                    Financial  Officer  pursuant to 18 U.S.C.  Section  1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.


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

(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-1 (File No. 33-53886) filed with the Commission on October 28, 1992

(2)  Incorporated by reference to Amendment No. 2 to the Company's  Registration
     Statement  on Form S-1 of Di  Giorgio  (File No.  33-53886)  filed with the
     Commission on January 11, 1993

(3)  Incorporated by reference to Amendment No. 3 to the Company's  Registration
     Statement  on Form S-1 (File No.  33-53886)  filed with the  Commission  on
     February 1, 1993

(4)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     year ended January 1, 1994 (File 1-1790)

(5)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     year ended December 31, 1994 (File 1-1790)

(6)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended December 30, 1995 (File 1-1790)

(7)  Incorporated by reference to  Registration  Statement No. 333 30557 on Form
     S-4 filed with the Securities and Exchange Commission on July 1, 1997.

(8)  Incorporated by reference to Amendment No. 1 to the Company's  Registration
     Statement  on  Form  S-4   (Registration  No.  333-30557)  filed  with  the
     Commission on July 16, 1997.

(9)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended December 27, 1997 (File 1-1790).

(10) Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended January 1, 2000 (File 1-1790).

                                     - 32 -
<PAGE>

(11) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     for the quarter ended April 1, 2000 (File 1-1790).

(12) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     for the quarter ended September 29, 2001 (File 1-1790).

(13) Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended December 29, 2001 (File 1-1790)

(14) Filed herewith.


b.   Reports on Form 8-K

We filed a Form 8-K with the Securities and Exchange Commission on October 9,
2003, under "Item 5. Other Events and Required FD Disclosure," announcing the
loss of a large customer.




                                     - 33 -
<PAGE>


                                   SIGNATURES

   Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 14th day of
September, 2004.

DI GIORGIO CORPORATION                   DI GIORGIO CORPORATION



By:  /s/ Stephen R. Bokser               By:  /s/ Richard B. Neff
    --------------------------------         -----------------------
Stephen R. Bokser                        Richard B. Neff
Co-Chairman, President,                  Co-Chairman and Chief Executive Officer
  and Chief Operating Officer             (Principal Executive Officer)

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                          Title                      Date

 /s/ Jerold E. Glassman            Director                   September 14, 2004
---------------------------
Jerold E. Glassman

 /s/ Emil W. Solimine              Director                   September 14, 2004
---------------------------
Emil W. Solimine

 /s/ Charles C. Carella            Director                   September 14, 2004
---------------------------
Charles C. Carella

 /s/ Jane Scaccetti                Director                   September 14, 2004
---------------------------
Jane Scaccetti

/s/ Michael S. Goldberg            Director                   September 14, 2004
-----------------------
Michael S. Goldberg

/s/ Robert L. Reiner               Director                   September 14, 2004
--------------------
Robert L. Reiner

 /s/ Lawrence S. Grossman          Senior Vice President      September 14, 2004
-------------------------          and Chief Financial
Lawrence S. Grossman               Officer (Principal
                                   Financial & Accounting Officer)


                                     - 34 -

DI GIORGIO CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS
--------------------------------------------------------------------------------


                                                                           Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-2

CONSOLIDATED FINANCIAL STATEMENTS:

   Consolidated Balance Sheets (Restated)                                   F-3

   Consolidated Statements of Income                                        F-4

   Consolidated Statements of Stockholders' Equity                          F-5

   Consolidated Statements of Cash Flows (Restated)                         F-6

   Notes to Consolidated Financial Statements                               F-8

CONSOLIDATED FINANCIAL STATEMENT SCHEDULE FOR EACH OF
   THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 2003:

   Schedule II - Valuation and Qualifying Accounts                          S-1


                                      F-1
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Di Giorgio Corporation and Subsidiaries
Carteret, New Jersey

We have  audited  the  accompanying  consolidated  balance  sheets of Di Giorgio
Corporation  and  Subsidiaries  (the  "Company")  as of  December  27,  2003 and
December  28,  2002,  and  the  related   consolidated   statements  of  income,
stockholders'  equity,  and cash flows for each of the three years in the period
ended  December 27, 2003.  Our audits also  include the  consolidated  financial
statement  schedule  listed in the Index at Item 15 (a) (2). These  consolidated
financial  statements  and  consolidated  financial  statement  schedule are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated  financial  statements and consolidated  financial
statement schedule based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the consolidated financial position of Di Giorgio Corporation
and  Subsidiaries at December 27, 2003 and December 28, 2002, and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 27, 2003 in  conformity  with  accounting  principles  generally
accepted  in  the  United  States  of  America.   Also,  in  our  opinion,  such
consolidated  financial statement  schedule,  when considered in relation to the
basic consolidated  financial  statements taken as a whole,  presents fairly, in
all material respects, the information set forth therein.

As discussed in Note 4 to the  consolidated  financial  statements,  the Company
changed its method of  accounting  for goodwill and other  intangible  assets in
2002.

As  discussed  in  Note  16  to  the  consolidated  financial  statements,   the
consolidated  balance  sheets as of December  27, 2003 and December 28, 2002 and
the  consolidated  statements  of cash flows for each of the three  years in the
period ended December 28, 2003 have been restated.


/s/ Deloitte & Touche LLP

February  26,  2004  (September  9, 2004 as to the  effects  of the  restatement
discussed in Note 16)

New York, New York

                                      F-2
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 28, 2002 AND DECEMBER 27, 2003
(In thousands, except share data)
--------------------------------------------------------------------------------

                                                       December 28, December 27,
                                                          2002         2003
                                                      (As Restated,(As Restated,
                                                       see Note 16) see Note 16)
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                               $  6,429      $ 10,367
  Accounts and notes receivable--Net                       109,471       109,738
  Inventories                                               68,786        61,204
  Deferred income taxes                                      2,986         2,205
  Prepaid expenses                                           4,928         3,606
                                                             -----         -----
           Total current assets                            192,600       187,120

PROPERTY, PLANT AND EQUIPMENT--Net                          10,879         9,840

NOTES RECEIVABLE                                             7,981        11,082

DEFERRED FINANCING COSTS--Net                                2,514         1,886

OTHER ASSETS                                                21,397        24,764

GOODWILL                                                    68,893        68,893
                                                            ------        ------
TOTAL                                                     $304,264      $303,585
                                                          ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Revolving credit facility                               $  2,693      $ 12,880
  Current installment--capital lease liability                  60            64
  Accounts payable--trade                                   83,633        67,896
  Accrued expenses                                          31,440        30,652
                                                            ------        ------
           Total current liabilities                       117,826       111,492

LONG-TERM DEBT                                             148,300       148,300

CAPITAL LEASE LIABILITY                                      1,941         1,877

OTHER LONG-TERM LIABILITIES                                  8,024         9,394

STOCKHOLDERS' EQUITY:
  Common stock, Class A, $.01 par value--authorized,
     1,000 shares; issued and outstanding, 78.116 shares        --           --
  Common stock, Class B, $.01 par value, nonvoting--authorized,
    1,000 shares; issued and outstanding, 76.869 shares         --           --
  Additional paid-in capital                                 8,002         8,002

  Retained earnings                                         20,171        24,520
                                                            ------        ------
            Total stockholders' equity                      28,173        32,522
                                                            ------        ------
TOTAL                                                     $304,264      $303,585
                                                          ========      ========

See notes to consolidated financial statements.



                                      F-3
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 2003
(In thousands)
--------------------------------------------------------------------------------
                                                 December 29,     December 28,     December 27,
                                                    2001             2002            2003
<S>                                               <C>             <C>             <C>
REVENUE:
  Net sales                                       $ 1,530,901     $ 1,551,849     $ 1,534,236
  Other revenue                                         7,923           7,664           9,892
                                                        -----           -----           -----
           Total revenue                            1,538,824       1,559,513       1,544,128

COST OF PRODUCTS SOLD                               1,387,511       1,402,761       1,382,683
                                                    ---------       ---------       ---------
GROSS PROFIT--Exclusive of warehouse
  expense shown separately below                      151,313         156,752         161,445

OPERATING EXPENSES:
  Warehouse expense                                    54,123          57,844          62,042
  Transportation expense                               29,570          29,284          30,132
  Selling, general and administrative expenses         29,526          30,197          31,327
  Transaction related expenses                           --             3,239             547
  Amortization--goodwill                                2,425            --              --

OPERATING INCOME                                       35,669          36,188          37,397

INTEREST EXPENSE                                       15,917          15,559          14,950

AMORTIZATION--Deferred financing costs                    651             758             628

OTHER INCOME--Net                                      (3,775)         (2,736)         (3,240)
                                                       ------          ------          ------

INCOME BEFORE INCOME TAXES                             22,876          22,607          25,059

PROVISION FOR INCOME TAXES                             10,781           9,436          10,710
                                                       ------           -----          ------

NET INCOME                                        $    12,095     $    13,171     $    14,349
                                                  ===========     ===========     ===========
</TABLE>


See notes to consolidated financial statements.


                                      F-4
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 2003
(In thousands, except share data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                  Class A             Class B        Additional
                               Common Stock         Common Stock       Paid-in      Retained
                           Shares     Amount    Shares      Amount     Capital      Earnings       Total
<S>                         <C>         <C>      <C>          <C>      <C>           <C>         <C>
BALANCES--
  January 30, 2000          78.116      $ -      76.869       $ -      $ 8,002       $ 6,205     $ 14,207

  Net income                    -        -           -         -            -         12,095       12,095

   Dividend                     -        -           -         -            -         (5,300)      (5,300)
                            ------      ---      ------       ---        -----        ------       ------
BALANCES--
  December 29, 2001         78.116               76.869                  8,002        13,000       21,002

  Net income                    -        -           -         -            -         13,171       13,171

   Dividend                     -        -           -         -            -         (6,000)      (6,000)
                            ------      ---      ------       ---        -----        ------       ------
BALANCES--
  December 28, 2002         78.116        -      76.869         -        8,002        20,171       28,173

  Net income                    -        -           -         -            -         14,349       14,349

   Dividend                     -        -           -         -            -        (10,000)     (10,000)
                            ------      ---      ------       ---        -----        ------       ------
BALANCES--
  December 27, 2003         78.116      $ -      76.869       $ -      $ 8,002      $ 24,520     $ 32,522
                            ======      ===      ======       ===        =====        ======       ======

</TABLE>


See notes to consolidated financial statements.


                                      F-5
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 2003
(In thousands)
--------------------------------------------------------------------------------
                                                                  December 29, December 28, December 27,
                                                                      2001       2002          2003
                                                                (As Restated, (As Restated, (As Restated,
                                                                 see Note 16)  see Note 16)  see Note 16)


<S>                                                               <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                      $ 12,095     $ 13,171     $ 14,349
  Adjustments to reconcile net income to net
    cash provided by operations:
    Depreciation                                                     2,332        2,341        2,239
    Amortization of deferred financing costs                           651          758          628
    Amortization of goodwill                                         2,425         --           --
    Other amortization                                               2,099        1,941        1,360
    Provision for doubtful accounts                                    500          500          500
    Actuarially calculated pension (income) expense                   (567)        (201)         885
    Deferred taxes                                                   1,966          104        1,961
    Changes in assets and liabilities:
      (Increase) decrease in:
        Accounts receivable                                         (7,093)      (8,754)       1,854
        Inventory                                                   (1,782)      (2,317)       7,582
        Prepaid expenses                                               (75)      (1,126)       1,322
        Other assets                                                (1,905)        (320)      (5,399)
      Increase (decrease) in:
          Accounts payable                                           2,562         (501)     (15,737)
          Accrued expenses and other liabilities                     2,667        2,175         (811)
                                                                     -----        -----         ----
           Net cash provided by operating activities                15,875        7,771       10,733
                                                                    ------        -----       ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to notes receivable                                    (15,425)      (8,312)     (19,944)
  Collections of notes receivable                                    8,123        8,404       14,222
  Proceeds from note participation sales                            10,509        1,878         --
  Additions to property, plant and equipment                        (1,949)      (3,261)      (1,200)
                                                                    ------       ------       ------
           Net cash provided by (used in) investing activities       1,258       (1,291)      (6,922)
                                                                     -----       ------       ------
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Repayments) borrowings from revolving
    credit facility--net                                           (10,410)       2,693       10,187
  Repurchase of 10% senior notes                                      --         (6,700)        --
  Dividend to stockholders                                          (5,300)      (6,000)     (10,000)
  Repayments of capital lease obligations                              (63)         (57)         (60)
                                                                       ---          ---          ---
           Net cash (used in) provided by financing activities     (15,773)     (10,064)         127
                                                                   -------      -------          ---
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                   1,360       (3,584)       3,938

CASH AND CASH EQUIVALENTS--
  Beginning of year                                                   8,653       10,013        6,429
                                                                      -----       ------        -----
 CASH AND CASH EQUIVALENTS--End of year                            $ 10,013     $  6,429     $ 10,367
                                                                   ========     ========     ========
</TABLE>
                                                                     (Continued)


                                      F-6
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 2003
(In thousands)
--------------------------------------------------------------------------------
                                                                  December 29, December 28, December 27,
                                                                      2001       2002          2003
                                                                (As Restated, (As Restated, (As Restated,
                                                                 see Note 16)  see Note 16)  see Note 16)
<S>                                                               <C>          <C>          <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid during the period:
    Interest                                                      $ 15,991     $ 15,617     $ 14,981
                                                                  ========     ========     ========

    Income taxes                                                  $  7,200     $ 10,645     $  8,425
                                                                  ========     ========     ========

Non cash changes to notes receivable                              $   (876)    $  3,829     $     17
                                                                  ========     ========     ========
</TABLE>

                                                                     (Concluded)

See notes to consolidated financial statements.


                                      F-7
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 2003
--------------------------------------------------------------------------------


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization--Di  Giorgio Corporation (the "Company") is one of the largest
     independent  wholesale food  distributors in the New York City metropolitan
     area,  which is one of the larger retail food markets in the United States.
     The Company serves  supermarkets,  both  independent  retailers  (including
     members of  voluntary  cooperatives)  and chains,  principally  in the five
     boroughs  of New  York  City,  Long  Island,  New  Jersey  and the  greater
     Philadelphia  area.  The  Company  distributes  three  primary  supermarket
     product categories: grocery, frozen and refrigerated.

     Principles of Consolidation--The  consolidated financial statements include
     the accounts of the Company and its wholly and majority owned subsidiaries.
     All intercompany accounts and transactions have been eliminated.

     Accounts  Receivable  and  Customer   Financing--The   accounts  and  notes
     receivable from customers are recorded at net realizable value.

     Inventories--Inventories,  primarily  consisting  of  finished  goods,  are
     valued at the lower of cost (weighted average cost method) or market.

     Property,  Plant and  Equipment--Owned  property,  plant and  equipment  is
     stated at cost.  Capitalized leases are stated at the lesser of the present
     value of future  minimum  lease  payments  or the fair  value of the leased
     property at lease  inception.  Depreciation  and  amortization are computed
     using the straight-line method over the lesser of the estimated life of the
     asset or the lease.

     In the  event  that  facts  and  circumstances  indicate  that  the cost of
     long-lived assets may be impaired, an evaluation of recoverability would be
     performed.  If an evaluation is required, the estimated future undiscounted
     cash flows  associated  with the asset  would be  compared  to the  asset's
     carrying  amount to determine if a write-down to market value or discounted
     cash flow value is required.

     Goodwill--The  Company adopted Statement of Financial  Accounting Standards
     ("SFAS") No. 142, Goodwill and Other Intangible Assets, which addresses the
     financial  accounting  and  reporting  standards  for  the  acquisition  of
     intangible  assets outside of a business  combination  and for goodwill and
     other intangible  assets subsequent to their  acquisition.  This accounting
     standard  requires  that  goodwill  be  separately   disclosed  from  other
     intangible assets in the statement of financial position,  and no longer be
     amortized  but  tested  for  impairment  on a  periodic  basis.  The annual
     goodwill  impairment  test,  which the Company performs on the first day of
     each  fiscal  fourth  quarter,  is a two  step  approach  and is based on a
     comparison of the implied fair value of recorded goodwill with its carrying
     value.  If the carrying  value is in excess of the implied  fair value,  an
     impairment loss is required to be recognized.

     Deferred Financing Costs--Deferred financing costs are being amortized over
     the life of the related debt.  During 2002,  the Company  repurchased  $6.7
     million of its 10% senior  notes on the open market at par.  The portion of
     the deferred  financing costs related to the repurchased notes were written
     off,  resulting  in a loss  which  has been  included  in  amortization  of
     deferred  financing costs in the  accompanying  consolidated  statements of
     income.

     Environmental  Remediation Costs--The Company accrues for losses associated
     with  environmental  remediation  obligations when such losses are probable
     and reasonably estimable.  Accruals for estimated losses from environmental
     remediation  obligations  generally are recognized no later than completion
     of the remedial feasibility study.

                                      F-8
<PAGE>

     Such accruals are adjusted as further information develops or circumstances
     change.   Costs  of  future  expenditures  for  environmental   remediation
     obligations are not discounted to their present value.

     Use of Estimates--The  preparation of consolidated  financial statements in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities at the date of the  consolidated  financial  statements and the
     reported  amounts of revenues and  expenses  during the  reporting  period.
     Actual  results  could differ from those  estimates.  The most  significant
     estimates embodied in these consolidated  financial  statements include the
     reserve  for bad  debts  and the  self  insurance  accruals  for  workmens'
     compensation, medical and general liability claims.

     Cash Equivalents--Cash equivalents are investments with original maturities
     of three months or less from the date of purchase.

     Transaction  Related  Costs--In   connection  with  proposed   transactions
     including the formation of a Canadian  income trust,  the Company  incurred
     professional and other fees of approximately  $3.2 million and $.5 million,
     which  are  included  in the  December  28,  2002  and  December  27,  2003
     Consolidated  Statements of Income under the caption  "Transaction  related
     expenses."  Transaction  related costs were insignificant in the year ended
     December 29, 2001.

     Revenue  Recognition--The Company recognizes sales revenue upon delivery of
     goods to the  customer.  For  retail  support  services,  including  coupon
     redemption,  technology support,  store layout and equipment planning,  and
     engineering, sanitation and inspection services, revenue is recognized when
     the services are provided.  The Company  provides  reserves for returns and
     allowances  which are deducted in  determining  net  revenues.  The Company
     receives  certain  promotional  allowances  from vendors,  such as slotting
     allowances and co-operative  advertising  arrangements.  The Company defers
     such allowances until such time that they are considered earned. The period
     of  deferral  is  usually  under 2  months,  and  amounts  deferred  in the
     consolidated balance sheet are not material.

     Sale  of  Notes  Receivable--From  time  to  time,  the  Company  has  sold
     nonrecourse, senior participations in selected customer notes receivable to
     various banks at par. During the years ended December 28, 2002 and December
     29, 2001,  the Company sold  approximately  $1.9 million and $10.5 million,
     respectively,  in customer  notes  receivable.  Fees for servicing were not
     material  and there were no gains or losses on the sales as the sales price
     was equal to the carrying value of the customer notes receivable.

     Comprehensive Income--There are no components of other comprehensive income
     for the Company except for reported net income.

     Segment  Reporting--Given  the  similar  economic  characteristics  and the
     similarities as to the nature of products and services, types of customers,
     and methods used to  distribute  products,  the Company  qualifies  for the
     aggregation  rules  of SFAS  No.  131,  Disclosures  About  Segments  of an
     Enterprise and Related Information and therefore operates in one reportable
     segment.

     Fiscal  Year--The  Company's  fiscal  year-end is the  Saturday  closest to
     December 31. The  consolidated  financial  statements  are  comprised of 52
     weeks for each of the three years ended December 27, 2003.

                                      F-9
<PAGE>

     New  Accounting  Pronouncements--In  April 2002,  the Financial  Accounting
     Standards Board ("FASB") issued Statement of Financial Accounting Standards
     ("SFAS")  No.145.  In addition to amending and  rescinding  other  existing
     authoritative pronouncements to make various technical corrections, clarify
     meanings,  or describe their applicability  under changed conditions,  SFAS
     No.145  precludes  companies  from  recording  gains  and  losses  from the
     extinguishment of debt as an extraordinary item. SFAS No. 145 was effective
     for the first  quarter in the fiscal year ended  December  27,  2003.  Upon
     adoption of this pronouncement,  the Company has reclassified approximately
     $.1 million in its consolidated financial statements.

     In December  2003, the FASB revised SFAS No. 132,  "Employers'  Disclosures
     about Pensions and Other  Postretirement  Benefits."  The revised  standard
     requires  new  disclosures  in addition to those  required by the  original
     standard about the assets, obligations, cash flows and net periodic benefit
     cost  of  defined   benefits   pension  plans  and  other  defined  benefit
     postretirement  plans. As revised,  SFAS No. 132 is effective for financial
     statements   with  fiscal  years  ending  after   December  15,  2003.  The
     interim-period  disclosures  required by this  standard are  effective  for
     interim periods  beginning after December 15, 2003 and are included in Note
     8.

     In  November  2002,  the FASB  issued  Interpretation  No. 45,  Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees of  Indebtedness  of Others ("FIN 45"). FIN 45 elaborates on the
     existing  disclosure  requirements  for  most  guarantees,  including  loan
     guarantees such as standby letters of credit.  It also requires that at the
     time a company  issues a  guarantee,  the same  company  must  recognize an
     initial  liability for the fair market value of the  obligations it assumes
     under that guarantee and must disclose that  information in its interim and
     annual  financial  statements.  The  initial  recognition  and  measurement
     provisions of FIN 45 apply on a prospective  basis to guarantees  issued or
     modified  after  December 31, 2002.  The  disclosures  included  herein are
     reflective of this interpretation.

     In January 2003, 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 is not expected to have any effect on the
     Company's financial condition, results of operations or cash flows.

     In May  2003,  the  FASB  issued  SFAS 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.

                                      F-10
<PAGE>

2.   ACCOUNTS AND NOTES RECEIVABLE

     Accounts and notes receivable consist of the following:

                                                  December 28,      December 27,
                                                      2002              2003
                                                         (In thousands)

     Accounts receivable                          $  82,252      $  85,007
     Notes receivable                                12,337         14,892
     Other receivables                               19,907         13,947
     Less allowance for doubtful accounts            (5,025)        (4,108)
                                                     ------         ------
                                                  $ 109,471      $ 109,738
                                                  =========      =========

     The Company periodically provides financial assistance in the form of loans
     to  independent  retailers.  Loans are  usually  in the form of a  secured,
     interest-bearing  obligation  that is generally  repayable over a period of
     one to three years.  As of December 27, 2003,  the Company's  customer loan
     portfolio had an aggregate balance of approximately  $25.9 million of which
     $11.1 million is long term. The portfolio  consisted of 71 loans ranging in
     size up to approximately $5.8 million.

3.   PROPERTY, PLANT AND EQUIPMENT

     Property and equipment consist of the following:

                                        Estimated
                                       Useful Life    December 28,  December 27,
                                         in Years        2002          2003
                                                          (In thousands)

     Land                                    --        $    900      $    900
     Buildings and improvements                10         4,897         5,095
     Machinery and equipment                 3-10        19,454        19,798
     Less accumulated depreciation                      (16,495)      (17,967)
                                                        -------       -------
                                                          8,756         7,826
                                                          -----         -----
     Capital leases:
       Building and improvements                          3,117         3,117
       Equipment                                            370           380
       Less accumulated amortization                     (1,364)       (1,483)
                                                         ------        ------
                                                          2,123         2,014
                                                          -----         -----
                                                       $ 10,879      $  9,840
                                                       ========      ========

     Depreciation and amortization expense was approximately $2.3 million,  $2.3
     million  and  $2.2  million  for the  years  ended  2001,  2002  and  2003,
     respectively. Included in that amount is approximately $.1 million for each
     year of depreciation of assets under capital leases.

                                      F-11
<PAGE>

4.   GOODWILL

     In accordance with SFAS No. 142, the Company  discontinued the amortization
     of goodwill  effective  December 30, 2001. A  reconciliation  of previously
     reported net income to the amounts  adjusted for the  exclusion of goodwill
     amortization net of the related income tax effect follows:

                                          December 29, December 28, December 27,
                                             2001         2002          2003
                                                     (In thousands)

     Reported net income                    $12,095     $13,171     $14,349
     Goodwill amortization--net of tax        2,321        --          --
                                              -----      ------      ------
     Adjusted net income                    $14,416     $13,171     $14,349
                                            =======     =======     =======


     The   provisions  of  SFAS  No.  142  also  require  the  completion  of  a
     transitional  impairment  test  within  six  months of  adoption,  with any
     impairments  treated  as a  cumulative  effect  of a change  in  accounting
     principle.  During the quarter ended March 30, 2002, the Company  completed
     the  transitional  impairment  test and did not record any  impairments  of
     goodwill.  Also,  during the year ended  December  27,  2003,  the  Company
     completed  an  impairment  test  and  did not  record  any  impairments  of
     goodwill.

5.   FINANCING

     Debt consists of the following:

                                   Interest Rate
                                  at December 27,  December 28,  December 27,
                                      2003            2002           2003
                                                     (In thousands)

     Revolving credit facility (a)     4.00 %      $  2,693     $ 12,880
                                                   ========     ========
     Long-term debt:
       senior notes (b)                10.00 %     $148,300     $148,300
                                                   ========     ========


     (a)  Revolving  Credit  Facility--The  Company's  bank  credit  facility is
          scheduled to mature on February 1, 2007,  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 lead bank's  prime  rate.  The
          interest  rate shown is the bank prime  rate.  Given the low amount of
          borrowing,  the  Company  elected  not to use the  Eurodollar  option.
          During 2003 the average  interest rate for the  outstanding  borrowing
          was 4.11%.

          Availability  for direct  borrowings and letter of credit  obligations
          under the revolving  credit  facility is limited,  in the aggregate to
          the  lesser  of i) $90  million  or  ii) a  borrowing  base  of 80% of
          eligible  receivables and 60% of eligible inventory.  Borrowings under
          the Company's  revolving bank credit facility were approximately $12.9
          million  (excluding $6.0 million of outstanding  letters of credit) at
          December 27, 2003.  Additional borrowing capacity of $73.7 million was
          available at that time under the Company's then current borrowing base
          certificate.

          The borrowings  under the revolving credit facility are secured by the
          Company's  inventories and accounts  receivable.  Among other matters,
          the revolving credit facility contains certain  restrictive  covenants
          relating to interest  coverage and capital  expenditures.  The Company
          was in compliance with the covenants as of December 27, 2003.

                                      F-12
<PAGE>

     (b)  10% Senior  Notes--The  senior  notes were issued  under an  Indenture
          Agreement  (the  "Indenture")  dated as of June 20,  1997  between the
          Company  and The Bank of New York,  as Trustee.  The senior  notes are
          general unsecured  obligations of the Company initially issued in $155
          million principal amount,  maturing on June 15, 2007. The senior notes
          bear interest at the rate of 10% payable semi-annually, in arrears, on
          June 15 and December 15 of each year,  having  commenced  December 15,
          1997.

          The senior notes are redeemable at the Company's  option,  in whole or
          in part, at any time on or after June 15, 2002,  at redemption  prices
          set  forth in the  Indenture.  Upon  the  occurrence  of a  change  of
          control,  holders  of the senior  notes have the right to require  the
          Company  to  repurchase  all or a  portion  of the  senior  notes at a
          purchase  price equal to 101% of the  principal  amount,  plus accrued
          interest.  The following are redemption  prices if redeemed during the
          12-month beginning June 15 of years indicated:

                        Year                Redemption Price

                        2003                    103.33%

                        2004                    101.67%

          Thereafter,  redemption rates will be at 100% of the principal amount,
          together with accrued and unpaid  interest,  if any, to the redemption
          date.

          The  Indenture  limits the ability of the  Company and its  restricted
          subsidiaries  to create,  incur,  assume,  issue,  guarantee or become
          liable for any  indebtedness,  pay dividends,  redeem capital stock of
          the Company or a restricted subsidiary,  and make certain investments.
          The Indenture  further  restricts  the  Company's  and its  restricted
          subsidiaries'  ability  to sell or  issue a  restricted  subsidiaries'
          capital stock,  create liens,  issue subordinated  indebtedness,  sell
          assets, and undertake transactions with affiliates.  No consolidation,
          merger or other sale of all or substantially  all of its assets in one
          transaction or series of related transactions is permitted,  except in
          limited instances.

          During 2002, the Company purchased $6.7 million of its senior notes on
          the open market at par and retired them.

6.   FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts and fair values of the Company's financial instruments
     are as follows:
<TABLE>
<CAPTION>
                                          December 28, 2002           December 27, 2003
                                        Carrying        Fair       Carrying        Fair
                                         Amount        Value        Amount         Value
                                                         (In thousands)
     <S>                                <C>           <C>           <C>           <C>
     Debt:
       Revolving credit facility        $  2,693      $  2,693      $ 12,880      $ 12,880
       10% senior notes                  148,300       146,076       148,300       140,144
       Notes receivable--current          12,337        12,337        14,892        14,892
       Notes receivable--long-term         7,981         7,981        11,082        11,082
</TABLE>

     The fair value of the 10% senior notes as of December 28, 2002 and December
     27,  2003 is based on trade  prices of  $98.50  and  $94.50,  respectively,
     representing  yields of 10.50% (as of December  28, 2002) and 11.99% (as of
     December 27, 2003),  respectively.  Based on the borrowing  rate  currently
     available  to the  Company,  the book or  carrying  value of the  revolving
     credit facility is considered to be equivalent to its fair value.

                                      F-13
<PAGE>

     The book value of the current and long-term notes  receivable is equivalent
     to fair value which is estimated by  management by  discounting  the future
     cash flows using the current  rates at which similar loans would be made to
     borrowers   with  similar   credit  ratings  and  for  the  same  remaining
     maturities.

7.   ACCRUED EXPENSES

     Accrued expenses consist of the following:

                                                    December 28,   December 27,
                                                     2002             2003
                                                         (In thousands)

     Employee benefits                               $ 9,822        $10,221
     Due to vendors/customers                          9,848         12,714
     Other                                             7,475          5,199
     Legal and environmental  (Note 10)                3,764          2,042
     Interest                                            531            476
                                                         ---            ---
                                                     $31,440        $30,652
                                                     =======        =======

8.   RETIREMENT

     a.   Pension Plans--The Company maintains a noncontributory defined benefit
          pension  plan  covering   substantially   all  of  its   noncollective
          bargaining  employees.  The Company would make annual contributions if
          required to by the plan in accordance with the funding requirements of
          the Employee  Retirement  Income  Security Act of 1974.  Assets of the
          Company's pension plan are invested in Treasury notes, U.S. Government
          agency  bonds,   corporate  bonds,   money  market  funds,  and  other
          investments.

     The following table provides information for the pension plan:

                                                   December 28,   December 27,
                                                    2002             2003
                                                        (In thousands)

     Change in benefit obligation:
       Benefit obligation at beginning of year      $ 49,533       $ 53,176
       Service cost                                      816            937
       Plan change                                        37           --
       Interest cost                                   3,498          3,500
       Actuarial loss                                  3,129          3,454
       Benefits paid                                  (3,837)        (4,008)
                                                      ------         ------
     Benefit obligation at end of year              $ 53,176       $ 57,059
                                                    ========       ========


                                      F-14
<PAGE>

                                                      December 28,  December 27,
                                                         2002           2003
                                                           (In thousands)

     Change in plan assets:
       Fair value of plan assets at beginning of year    $ 53,946     $ 53,859
       Actual return on plan assets                         3,750        1,657
       Benefit payments                                    (3,837)      (4,008)
       Employer contribution                                 --          3,500
                                                              ---        -----
     Fair value of plan assets at end of year            $ 53,859     $ 55,008
                                                         ========     ========

     Reconciliation of funded status:
       Funded status (fair value of plan assets
        less benefit obligation)                         $    683     $ (2,050)
       Unrecognized net actuarial loss                     17,681       23,262
       Unrecognized prior service cost                        112           93
                                                              ---           --
     Prepaid benefit cost                                $ 18,476     $ 21,305
                                                         ========     ========

     The Company has included,  as a prepaid benefit cost,  approximately  $18.5
     million and $21.3 million in other assets for the years ended  December 28,
     2002 and December 27, 2003, respectively.

     Net pension cost includes the following components:

<TABLE>
<CAPTION>
                                                     December 29, December 28,  December 27,
                                                       2001         2002           2003
                                                                  (In thousands)
     <S>                                               <C>          <C>          <C>
     Service cost                                      $   705      $   816      $   937
     Interest cost                                       3,482        3,498        3,500
     Expected return on plan assets                     (5,104)      (5,069)      (4,580)
     Amortization of prior service cost                     14           18           20
     Amortization of net loss from earlier periods        --            355          796
                                                           ---          ---          ---
                                                       $  (903)     $  (382)     $   673
                                                       =======      =======      =======
</TABLE>

     Net periodic  benefit cost for the current year is based on assumptions for
     the prior year. The following actuarial assumptions were used:

                                          December 29, December 28, December 27,
                                               2001       2002       2003

     Weighted average discount rate            7.25 %     6.75 %     6.25 %
     Rate of increase in future
       compensation levels                     6.00       6.00       6.00
     Expected long-term rate of
       return on plan assets                   9.00       8.25       8.25

                                      F-15
<PAGE>

     Management's  determination  of  the  above  assumptions  for  compensation
     increases  and long  term rate of  return  on plan  assets is based  upon a
     combination  of historical  actual results as well as  expectations  of the
     future.  Determination of the weighted average discount rate was based upon
     an assumed  portfolio of high quality debt instruments  matched against the
     Company's projected cash out flows for future benefit payments.

     The following undiscounted benefit payments,  which reflect expected future
     service, as appropriate, are expected to be paid:

                                                       Pension Benefits
                                                        (In thousands)
                  2004                                   $  3,887
                  2005                                      3,963
                  2006                                      4,059
                  2007                                      4,140
                  2008                                      4,259
               Thereafter                                $163,765

     The Company's funding policy is to contribute an amount that both satisfies
     the minimum funding requirements of the Employee Retirement Income Security
     Act of 1974 and does not exceed the full  funding  limitations  of the U.S.
     Internal Revenue Code.  Management closely monitors the accumulated benefit
     obligation  and the fair  market  value of the  assets and has made and may
     continue to make  contributions  to avoid the requirements of recognizing a
     minimum pension  liability.  Such contributions vary each period and cannot
     be reasonable estimated until the fourth quarter annually.

     The pension plan weighted  average asset  allocations  at December 27, 2003
     and December 28, 2002, by asset category are as follows:

                                                      2002              2003
     Cash                                             7.4%              14.3%
     Fixed Income                                    88.2%              80.5%
     Equities                                         0.1%               0.6%
     Other                                            4.3%               4.6%
                                                     -----              -----
     Total                                          100.0%             100.0%
                                                    =====              =====

     Most of the plan assets are professionally  managed with the directive from
     management to preserve capital.  This is accomplished through investment in
     fixed  income  securities  ranging  from 1 to 10  years  in  maturity.  Our
     investments primarily include Treasuries,  Agencies, Corporates (rated A or
     better),   and  mortgage-backed   securities.   With  interest  rates  near
     historical  lows, the portfolios  are  positioned  defensively  against the
     possibility of an increase in interest  rates.  Strategically,  the Company
     shortens the  portfolio  slightly,  reducing  risk and taking  profits when
     bonds interest rates fall. When interest rates rise, the Company  lengthens
     again,  taking on exposure and increasing yield. This puts the portfolio in
     a more defensive  position when interest rates have fallen sharply and in a
     more aggressive one when interest rates have risen.

                                      F-16
<PAGE>

     The Company also contributes to pension plans under  collective  bargaining
     agreements.  These  contributions  generally  are  based on  hours  worked.
     Pension expense for these plans included in the statements of income was as
     follows:

        Year Ended                                               (In thousands)

     December 29, 2001                                               $1,266
     December 28, 2002                                                1,460
     December 27, 2003                                                1,503

     b.   Savings  Plan--The  Company  maintains a defined  contribution  401(k)
          savings  plan.  Employees  of the  Company  who are not  covered  by a
          collective   bargaining   agreement  (unless  a  bargaining  agreement
          expressly  provides for  participation) are eligible to participate in
          the plan after completing one year of employment.

          Eligible  employees may elect to contribute  on a  tax-deferred  basis
          from 1% to 60% of their total  compensation (as defined in the savings
          plan), subject to statutory limitations. A contribution of up to 5% is
          considered  to be a  "basic  contribution"  and  the  Company  makes a
          matching   contribution   equal  to  a  designated   percentage  of  a
          participant's  basic  contribution (all of which  contributions may be
          subject to certain statutory  limitations).  Company  contributions to
          the plan are summarized below:

        Year Ended                                               (In thousands)

     December 29, 2001                                                 $217
     December 28, 2002                                                  229
     December 27, 2003                                                  231

9.   OTHER LONG-TERM LIABILITIES

     Other long-term liabilities consist of the following:

                                                      December 28,  December 27,
                                                          2002          2003
                                                             (In thousands)

     Deferred income tax liability--net (Note 13)         $7,361     $8,541
     Environmental  (Note 10)                                433        433
     Employee benefits                                       224        165
     Other                                                     6        255
                                                               -        ---
                                                          $8,024     $9,394
                                                          ======     ======

10.  COMMITMENTS AND 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.

     Leases--The   Company  conducts  certain  of  its  operations  from  leased
     distribution  facilities and leases transportation and warehouse equipment.
     In addition to rent, the Company pays property taxes, insurance and certain
     other expenses relating to leased facilities and equipment.

                                      F-17
<PAGE>

     The Company  entered  into a lease  agreement  to lease a dry  distribution
     facility,  which the Company is using for its  grocery  division as well as
     for its  administrative  headquarters.  The lease  commitment  commenced on
     February 1, 1995. The lease was amended during 1997. The term of the lease,
     as amended,  expires in 2018 with two  five-year  renewal  options.  Rental
     payments under the lease are  approximately  $3.1 million per year (through
     the expiration date).

     In November  1997,  the Company  entered  into an  agreement to lease a new
     frozen  distribution  facility  in  Carteret,  New  Jersey.  The  lease  is
     accounted  for as an operating  lease.  The lease  expires in 2018 with two
     five-year   renewal   options.   Rental   payments   under  the  lease  are
     approximately  $2.9 million for the first ten years and approximately  $3.2
     million for the last ten years.

     The following is a schedule of net minimum lease  payments  required  under
     capital and operating leases in effect as of December 27, 2003:

                                                Capital        Operating
        Fiscal Year Ending                       Leases         Leases
                                                      (In thousands)

           2004                                  $  186         $10,562
           2005                                     186           9,463
           2006                                     186           9,138
           2007                                     186           8,133
           2008                                     186           7,762
           Thereafter                             2,266          56,918
                                                  -----          ------
     Net minimum lease payments                               $ 101,976
                                                              =========
     Less interest                               (1,255)
                                                 ------
     Present value of net minimum lease payments
        (including current installments of $64)  $1,941
                                                 ======

     Total rent expense included in operations was as follows:

        Year Ended                                               (In thousands)

     December 29, 2001                                              $11,365
     December 28, 2002                                               11,595
     December 27, 2003                                               12,666

     Letters of Credit--In  the ordinary  course of business,  the Company is at
     times  required to issue  letters of credit.  The Company was  contingently
     liable for  approximately  $6.0 million and $6.0 million on standby letters
     of credit  with a bank as of  December  28,  2002 and  December  27,  2003,
     respectively.

     Guarantees--The  Company has issued  certain  performance  guarantees in an
     aggregate   amount  of   approximately   $1.6  million  which  decrease  by
     approximately  $.6 million per year  through  September  2006.  The Company
     would be obligated to perform under the  guarantees if the primary  obligor
     defaulted on its payment  obligations and the Company is unable to put into
     place a  substitute  obligor for either the entire term or a portion of the
     term of the guarantee period. Management has assessed the likelihood of the
     primary obligor's default as low.

     Employment  Agreements--The  Company has employment agreements with two key
     executives,  which are scheduled to expire in April 2005. In addition,  one
     employee has a termination  agreement that provides for a six-month  notice
     to  terminate.   Under  these  agreements,   combined  annual  salaries  of
     approximately  $1.1  million were paid in fiscal  2003.  In  addition,  the
     executives  are entitled to  additional  compensation  upon  occurrence  of
     certain events.

11.  EQUITY

     As a result of restrictive  covenants  contained in the Indenture governing
     the  Company's  publicly  held  debt,  as well as  those  contained  in the
     revolving credit facility, based on its results for year ended December 27,
     2003, the Company is permitted to pay dividends up to $10 million.

                                      F-18
<PAGE>

12.  OTHER INCOME--NET

     Other income consists of the following:

                                         December 29, December 28, December 27,
                                            2001         2002         2003
                                                   (In thousands)

     Interest income                       $2,512      $1,933      $1,836
     Net gain on disposal of assets           528        --          --
     Other--net                               735         803       1,404
                                              ---         ---       -----
                                           $3,775      $2,736      $3,240
                                           ======      ======      ======

13.  INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary  differences
     between  the  carrying  amounts of assets  and  liabilities  for  financial
     reporting purposes and the amounts used for income tax purposes.

     The tax effects of significant items comprising the Company's  deferred tax
     assets and deferred tax liabilities are as follows:

                                                       December 28, December 27,
                                                          2002         2003
                                                            (In thousands)

     Deferred tax assets:
       Allowance for doubtful accounts                     $ 2,235      $ 1,712
       Accrued expenses not deductible until paid              751          493
       Difference between book and tax basis of property         3            8
                                                               ---          ---
     Deferred tax assets                                     2,989        2,213

     Deferred tax liabilities:
       Pension asset valuation                              (7,364)      (8,549)
                                                            ------       ------
     Net deferred tax liabilities                          $(4,375)     $(6,336)
                                                           =======      =======

     As of December 27, 2003,  the Company had a receivable for current taxes of
     approximately $.8 million.

     The income tax provision consists of the following:

                                       December 29,  December 28,   December 27,
                                         2001           2002           2003
                                                   (In thousands)
     Current income tax                 $ 8,815       $ 9,332       $ 8,751
     Deferred income tax                  1,966           104         1,959
                                          -----           ---         -----
                                        $10,781       $ 9,436       $10,710
                                        =======       =======       =======

                                      F-19
<PAGE>

     A  reconciliation  of the  Company's  effective tax rate with the statutory
     Federal tax rate is as follows:
<TABLE>
<CAPTION>
                                                     December 29, December 28, December 27,
                                                       2001         2002         2003
                                                                (In thousands)
     <S>                                               <C>         <C>         <C>
     Tax at statutory rate                             $ 8,007     $ 7,912     $ 8,772
     State and local taxes--net of Federal benefit       2,010       1,524       1,791
     Permanent differences--goodwill and other             764        --           147
                                                           ---         ---         ---
                                                       $10,781     $ 9,436     $10,710
                                                       =======     =======     =======
</TABLE>

14.  RELATED PARTY TRANSACTIONS

     Mr. Bokser is  co-chairman,  president,  and chief operating  officer.  Mr.
     Bokser  serves on the board of Foodtown,  a food  cooperative.  Mr.  Bokser
     serves  on  its  board  without  compensation  as a  representative  of the
     Company. The Company, through a wholly-owned subsidiary,  owns a non-voting
     equity interest in the  cooperative.  Sales to the Foodtown  cooperative in
     2003 were $8.4 million. Most of the decisions to purchase products from the
     Company  are made by  individual  members of the  Foodtown  co-op and total
     sales to the individual members were approximately $210.7 million in 2003.

     The Company employs Grotta, Glassman, & Hoffman, a law firm in which Jerold
     E.  Glassman,  one of the  Company's  directors,  is  Chairman,  for  legal
     services on an on-going basis.  The Company paid  approximately  $26,000 to
     the firm in fiscal 2003 and  approximately  $.1 million  during each of the
     two years in the period ended December 28, 2002.

     The Company  utilizes Emar Group,  Inc.  ("Emar"),  a risk  management  and
     insurance  brokerage  company  controlled by Emil W.  Solimine,  one of the
     Company's  directors  and a  limited  partner  of Rose  Partners,  for risk
     management  and  insurance  brokerage  services.   The  Company  paid  Emar
     approximately  $.2  million  during  each of the three  years in the period
     ended  December 27, 2003 for such  services and  purchased  insurance  with
     premiums of  approximately  $3.6 million and $3.0 million  during the years
     ended December 27, 2003 and December 28, 2002 respectively, through Emar.

     We  believe  that the  transactions  set  forth  above are on terms no less
     favorable  that  those  which  could  reasonably  have been  obtained  from
     unaffiliated parties.

     In April  2000,  we loaned  each of  Messrs.  Neff,  co-chairman  and chief
     executive  officer,  and  Bosker  $185,000  to be  used  by each of them to
     purchase .57195 shares of our Class A common stock and .56285 shares of our
     Class B  common  stock  from  one of our  minority  shareholders.  The loan
     interest  rates for the year were 4.25% and mature in 2005. On December 27,
     2003, approximately $69,000 was outstanding on each loan.

15.  MAJOR CUSTOMERS

     During the year ended  December  29,  2001,  sales to The Great  Atlantic &
     Pacific  Tea  Company  ("A&P") and  Associated  Food Stores  ("Associated")
     represented  24.9% and 14.0% of net sales,  respectively,  and additionally
     sales to the Foodtown Group represented 14.7%.

     During  the year  ended  December  28,  2002,  sales to A&P and  Associated
     represented  25.0% and 13.9% of net sales,  respectively,  and additionally
     sales to the Foodtown Group represented 14.9%.

     During  the year  ended  December  27,  2003,  sales to A&P and  Associated
     represented  19.9% and 14.9% of net sales,  respectively,  and additionally
     sales to the Foodtown Group represented 14.3%.

     In October 2003, the Company ceased doing business with A&P.

                                      F-20
<PAGE>

16.  RESTATEMENT OF CONSOLIDATED  BALANCE SHEETS AND CONSOLIDATED  STATEMENTS OF
     CASH FLOWS

     Subsequent to the issuance of the consolidated financial statements for the
     year ended  December 27,  2003,  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  operating   activities  or  financing
     activities in its consolidated  statements of cash flows. As a result,  the
     accompanying  balance  sheets as of December 27, 2003 and December 28, 2002
     and the  consolidated  statements of cash flows for each of the three years
     in the period  ended  December  28, 2003 have been  restated  from  amounts
     previously reported.

     A summary of the  significant  effect of the  restatement is as follows (in
     thousands):

                               As of December 27, 2003  As of December 28, 2002
                               -----------------------  -----------------------
                              As previously            As previously
                                reported   As restated  reported    As restated
                              --------------------------------------------------
     BALANCE SHEET:
     Cash                       $ 1,637     $10,367     $   629     $ 6,429
                                =======     =======     =======     =======
     Accounts Payable           $59,166     $67,896     $77,833     $83,633
                                =======     =======     =======     =======

                                                   Year Ended December 27, 2003
                                                   ----------------------------
                                                      As previously
                                                        reported     As restated
     STATEMENT OF CASH FLOWS:
     Cash flows from operating activities:
     Changes in assets and liabilities:
       (increase) decrease in:
          Accounts and notes receivable                   $   (767)    $  1,854
          Long-term notes receivable                        (3,101)        --
     Increase (decrease) in:
          Accounts payable                                 (18,667)     (15,737)
     Net cash provided by operating activities               2,081       10,733
     Cash flows from investing activities:
     Additions to notes receivable                            --        (19,944)
     Collections of notes receivable                          --         14,222
     Net cash used in investing activities                  (1,200)      (6,922)
     Increase in cash                                        1,008        3,938
     Cash at beginning of period                               629        6,429
                                                               ---        -----
     Cash at end of period                                $  1,637     $ 10,367
                                                          ========     ========
     Supplemental disclosure of cash flow information:
     Non cash changes to notes receivable                 $   --       $     17
                                                          ========     ========

                                      F-21
<PAGE>
                                                   Year Ended December 28, 2002
                                                   ----------------------------
                                                      As previously
                                                        reported     As restated

     STATEMENT OF CASH FLOWS:
     Cash flows from operating activities:
     Changes in assets and liabilities:
       (Increase) decrease in:
          Accounts and notes receivable                   $ (7,683)    $ (8,754)
          Long-term notes receivable                          (979)        --
     Increase (decrease) in:
          Accounts payable                                   1,905         (501)
     Net cash provided by operating activities              10,269        7,771
     Cash flows from investing activities:
     Additions to notes receivable                            --         (8,312)
     Collections of notes receivable                          --          8,404
     Proceeds from note participation sale                    --          1,878
     Net cash used in investing activities                  (3,261)      (1,291)
     Cash flows from financing activities:
     Proceeds from note participation sales                  1,878         --
     Net cash used in financing activities                  (8,186)     (10,064)
     Decrease in cash                                       (1,178)      (3,584)
     Cash at beginning of period                             1,807       10,013
                                                             -----       ------
     Cash at end of period                                $    629     $  6,429
                                                          ========     ========
     Supplemental disclosure of cash flow information:
     Non cash changes to notes receivable                 $   --       $  3,829
                                                          ========     ========

                                                   Year Ended December 29, 2001
                                                   ----------------------------
                                                      As previously
                                                        reported     As restated

     STATEMENT OF CASH FLOWS:
     Cash flows from operating activities:
     Changes in assets and liabilities:
       (increase) decrease in:
          Accounts and notes receivable                   $(19,721)    $ (7,093)
          Long-term notes receivable                         5,326         --
     Increase (decrease) in:
          Accounts payable                                   1,265        2,562
     Net cash provided by operating activities               7,276       15,875
     Cash flows from investing activities:
          Additions to notes receivable                       --        (15,425)
          Collections of notes receivable                     --          8,123
          Proceeds from note participation sale               --         10,509
     Net cash (used in) provided by investing activities    (1,949)       1,258
     Cash flows from financing activities:
          Proceeds from note participation sale             10,509         --
     Net cash used in financing activities                  (5,264)     (15,773)
     Increase in cash                                           63        1,360
     Cash at beginning of period                             1,744        8,653
                                                             -----        -----
     Cash at end of period                                $  1,807     $ 10,013
                                                          ========     ========
     Supplemental disclosure of cash flow information:
     Non cash changes to notes receivable                 $   --       $   (876)
                                                          ========     ========

                                     ******

                                      F-22
<PAGE>
                                                                     Schedule II

DI GIORGIO CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
--------------------------------------------------------------------------------
(In Thousands)
--------------------------------------------------------------------------------

                                   Balance at  Charged to             Balance at
                                   Beginning   Cost and                 End of
      Description                  of Period   Expenses   Deductions   Period

Allowance for doubtful accounts for the period ended:

December 29, 2001                   5,038       500         (282)          5,256

December 28, 2002                   5,256       500         (731)          5,025

December 27, 2003                   5,025       500       (1,417)          4,108


(1) Accounts written off during the year, net of recoveries.






                                      S-1