SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K


(Mark One)

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

For the fiscal year ended January 1, 2005

[ ] 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 February 28, 2005 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


ITEM 1. BUSINESS.

Overview

Di Giorgio  Corporation  ("Di Giorgio",  the "Company," "we", or "us") is one of
the larger independent  wholesale food distributors in the New York 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.

During 2004 (the  fiscal year ended  January 1, 2005) we had revenue of $1,296.6
million,  net  income  of $8.1  million  and  EBITDA of $32.3  million-  see the
"Management's  Discussion  & Analysis"  section of this Form 10-K.

Products and Customer Support Services

     General Products. We have four primary product categories: grocery, frozen,
refrigerated and specialty products.  Across these four product  categories,  we
currently supply over 24,000 food and non-food items, comprised predominantly of
brand  name  items.  We also  market our  well-recognized  White  Rose(R)  label
consistently across three of our primary categories of products (grocery, frozen
and  refrigerated),  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 categories.

     Products are sold at prices which reflect the  manufacturer's  stated price
plus a profit  margin  and are  adjusted  continuously  based on  manufacturer's
pricing.

     Customer  Support  Services.  We offer a broad  spectrum of retail  support
services,  including  advertising,  promotional  and  merchandising  assistance,
retail  operations  counseling,   computerized  ordering  services,   technology
support, loyalty card program support services, category management services and
store layout and equipment  planning.  Our technology  division  distributes and
supports  supermarket  scanning and cash register  equipment which is compatible
with our  information  systems.  We have a staff of retail  counselors who visit
stores on a regular basis to both represent us and to advise store management on
various operational topics. 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  in the  form of  loans  to
independent  retailers  by  providing  financing  for  (i) the  purchase  of new
locations,  (ii) the purchase of initial  inventories  and/or store renovations,
and (ii) working capital  requirements.  The primary purpose of such loans is to
provide a means for our continued  growth  through  development  of 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 in the form of a secured,  interest-bearing


                                      -1-
<PAGE>

obligation  that is repayable over a period of one to three years. At January 1,
2005,  our customer  loan  portfolio had an aggregate  balance of  approximately
$22.4  million.  The  portfolio  consisted  of 57  loans  ranging  in size  from
approximately $1,000 to approximately $5.4 million. In connection with extending
such loans, we evaluate our relationship  with and the  creditworthiness  of the
customer and seek to obtain  adequate  security.  Over the last three years,  we
have sold a portion of these loans to  commercial  banks.  In addition,  we have
provided other financial  assistance to our customers in the form of performance
guarantees.  As of January 1, 2005,  we had two  performance  guarantees  in the
aggregate amount of approximately $1.0 million.

Markets and Customers

     Our principal  markets  encompass the 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 are evaluating  further expansion into those
markets.

     Our customers consist of grocery retailers, including independent retailers
and chains,  which  generally  do not maintain  their own internal  distribution
operations  for one or more of our product  categories.  Our  customers  who are
independent food retailers or members of voluntary  cooperatives seek to achieve
the  operating   efficiencies  enjoyed  by  supermarket  chains  through  common
purchasing and advertising.

     The  characteristics of New York City, our largest market,  which accounted
for 45.6% of our net sales for the year ended January 1, 2005,  result in 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  congestion.  Consequently  there are a  disproportionately  large
number of independent  retailers and small chains in this market.  These factors
make it more difficult for new entrants to penetrate our key market territory in
a cost-effective manner.

     The following are trade names under which some of our customers operate:

          Gristedes and Sloans  Supermarkets,  King Kullen, Kings Super Markets,
          Thriftway,  Shop `n Bag, C-Town, Bravo,  Scaturros,  Grande (in Puerto
          Rico) Western Beef and Supremo,  as well as the Associated Food Stores
          ("Associated"),   Met(R),  Pioneer(R),  Food  Village(R),and  Foodtown
          cooperatives.


     We own the Met(R),  Pioneer(R) and Food  Village(R)  trade names,  which we
license 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  22% of our net  sales for the year
ended January 1, 2005.

     During the year ended  January 1, 2005,  our largest  customer,  Associated
Food Stores, a voluntary coop consisting of approximately 175 stores,  accounted
for approximately  19%, of net sales, and our five largest  customers  accounted
for approximately 42% of net sales.



                                      -2-
<PAGE>


Warehousing and Distribution

     Because our grocery,  frozen and  refrigerated  categories  have  different
storage  and  distribution  requirements,   we  handle  each  of  these  product
categories from a separate  distribution  center. Each of our three distribution
facilities is equipped with modern equipment for receiving, storing and shipping
large  quantities  of  merchandise.  In addition,  each  facility is  integrated
through our computer,  accounting, and management information systems to promote
operating  efficiency and coordinated  quality customer service. A warehouse and
inventory management system directs all aspects of the material handling process
from receiving through shipping, generating detailed cost information from which
warehouse  personnel  manage the workforce and flow of product,  thus minimizing
cost  while  maintaining  high  service  levels.  Management  believes  that the
efficiency of our distribution centers enables us to compete effectively.

     Our transportation  fleet consists of approximately 119 leased tractors and
345  trailers (of which  approximately  241 are  leased).  In addition,  we rent
trailers on a monthly basis to meet seasonal  demand.  These vehicles are leased
on a full service basis, which includes maintenance  expenses.  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 currently make approximately 4,050 deliveries per week.

Purchasing

     We purchase products for resale to our customers from  approximately  1,600
suppliers  in the United  States and  abroad.  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.  Management  believes  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 therefore 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 upon
historical  sales  experience,  sales  projections and computer  forecasting.  A
modern procurement system provides each 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 level of inventory
to be purchased.  The procurement  system also permits our buying departments to
take  advantage of situations  when the  manufacturer  or supplier is selling an
item at a discount pursuant to a special  promotion,  an industry practice known
as "forward  buying." This 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 grocery retailers in
the New York metropolitan area. Our principal competitors in our primary product
categories (grocery,  frozen and refrigerated) are C&S Wholesale Grocers,  Inc.,


                                      -3-
<PAGE>

Bozzuto's,  Inc. and  Supervalu.  In addition,  Krasdale  Foods,  Inc.,  General
Trading Co., Millbrook  Distribution Services and Haddon House Food Products are
competitors with respect to the distribution of one or two of our product lines.
As we expand into other geographic markets, we expect to face new competitors.

     We also compete  with  cooperatives,  such as Key Food Stores  Co-operative
Inc.,  which  provide  merchandise  and  support  services  to their  affiliated
independent  retailers  doing business under trade names licensed to them by the
cooperatives.  Unlike  some of our  competitors,  we do not  require  payment of
capital contributions to us by retailers desiring to use our Met(R),  Pioneer(R)
and Food Village(R) names.

     Management believes 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), Pioneer(R), and Food Village(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,  the fiscal fourth quarter is our strongest  quarter in terms
of sales and  profitability  with the fiscal  third  quarter  the  weakest.  The
historic  comparative  weakness of the third quarter has been mitigated 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 in areas that are more resistant to seasonal fluctuations.

Employees

     We employed  1,201  persons on February  10,  2005,  including  771 persons
covered by collective  bargaining  agreements  with four  separate  local unions
associated with the International Brotherhood of Teamsters.

     We are a  party  to  certain  collective  bargaining  agreements  with  our
warehouse  and  trucking  employees  at  our  refrigerated  operation  (expiring
November  2005),  our grocery  operation  (warehouse  expiring  October 2007 and
trucking expiring April 2007) and our frozen operation (expiring January 2007).

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



                                      -4-
<PAGE>



ITEM 2.  PROPERTIES.


     We lease the following  warehouse and distribution  facilities and computer
center:
<TABLE>
<CAPTION>
                                                               Square            Lease
        Location                   Use                         Footage         Expiration
        --------                   ---                         -------         ----------
<S>                         <C>                                <C>          <C>
Carteret, New Jersey        Groceries, Non-Perishables,        805,000      2025 (plus one 5-year
                            and executive offices                                renewal option)

Woodbridge, New Jersey      Refrigerated Products              200,000      2006 (plus three 5-year
                                                                                 renewal options)

Carteret, New Jersey        Frozen Products                    279,000      2018 (plus two 5-year
                                                                                 renewal options)

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


     In addition to the properties  listed above,  we rented  warehouse space in
Carteret,  New  Jersey,  on a short  term  basis for DGI  Specialty  Foods,  our
specialty food division, and for storage. During the year ended January 1, 2005,
rent for this space cost us approximately $1.1 million.

     Our annual lease payments with respect to the leases referred to above were
in the aggregate  approximately  $6.7 million for our 2004 fiscal year (of which
$6.5 million  represented three operating leases for our properties in Carteret,
NJ and  Westbury,  NY). In early 2005,  we  completed  the  expansion of our dry
grocery warehouse in Carteret,  New Jersey at an expected  increased annual cost
(including  rent, real estate taxes,  utilities,  and racking) of  approximately
$1.2 million,  which will be  substantially  offset by a reduction in our rental
cost for the short-term rental of storage and warehouse space discussed above.

     Our three  warehouse  and  distribution  facilities  together  with outside
storage  facilities,  which we use to supplement  our internal  capabilities  as
necessary,  are sufficient to accommodate the current and presently  anticipated
needs of our business.


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.



                                      -5-
<PAGE>



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
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 January 1, 2005. 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.




                                      -6-
<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
February  28,  2005,  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, a dividend of $10.0 million in
June 2003,  and a dividend of $10.0  million in March  2004.  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  January 1,  2005,  we are  currently
permitted to pay dividends of up to approximately $4.1 million.



ITEM 6. SELECTED FINANCIAL DATA.

The following is our selected  financial data as of and for the last five fiscal
years.  The  information  presented  below  should be read in  conjunction  with
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations (Item 7) and our audited consolidated  financial statements and notes
thereto. Amounts are in thousands of dollars.

<TABLE>
<CAPTION>
                                        Year Ended    Year Ended     Year Ended    Year Ended      Year Ended
                                       December 30,  December 29,     December    December 27,     January 1,
                                           2000          2001         28, 2002        2003          2005 (b)
                                     ------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>            <C>            <C>
Income Statement Data:
Total revenue                        $ 1,495,398    $ 1,538,824    $ 1,559,513    $ 1,544,128    $ 1,296,576
Gross profit(a)                          144,996        151,313        156,752        161,445        150,677
  Warehouse expense                       52,233         54,123         57,844         62,042         59,750
  Transportation expense                  28,387         29,570         29,284         30,132         28,819
  Selling, general and                    29,443         29,526         30,197         31,327         35,324
   administration expenses
  Transaction related expenses             --             --            3,239            547           --
  Amortization--goodwill                   2,425          2,425           --             --            --
Operating income                          32,508         35,669         36,188         37,397         26,784
  Interest expense                        16,028         15,917         15,559         14,950         15,558
  Amortization--deferred financing           730            651            758            628            693
costs
  Other (income), net                     (3,517)        (3,775)        (2,736)        (3,240)        (3,064)
Income  before income taxes               19,267         22,876         22,607         25,059         13,597
Income taxes                               8,528         10,781          9,436         10,710          5,492
Net  income                               10,739         12,095         13,171         14,349          8,105


<CAPTION>

                                       December 30,  December 29,     December    December 27,     January 1,
                                           2000          2001         28, 2002        2003            2005
                                     ------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>            <C>            <C>
Balance Sheet Data:
Total assets                            $295,637       $297,527       $301,655       $301,991       $319,298
Working capital                           56,238         73,612         74,774         77,288         72,002
Total debt including capital leases      167,531        157,058        152,994        163,121        179,296
Total stockholder's equity                14,207         21,002         28,173         32,522         30,627

<FN>
(a) Gross profit excludes warehouse expense shown separately.
(b) 53 week fiscal year
</FN>
</TABLE>


                                      -7-
<PAGE>


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


Forward- Looking Statements

Forward-looking  statements  in this  Form  10-K  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.

Overview 2004 was the Company's first full year of operations  without the Great
Atlantic & Pacific Tea Company ("A&P") as a customer.  Sales to A&P in 2003 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 partially  offset by the
addition,  beginning in the second  quarter of 2003 and  continuing  to date, of
independent customers in the greater Philadelphia area (currently  approximately
85 stores).  Sales in the greater  Philadelphia  area were $82.0 million in 2003
and $144.7 million in 2004.

During 2004,  we entered the  specialty  foods  business and incurred  operating
losses of  approximately  $2.3 million due to the fact that it is taking  longer
than expected to realize our sales and operational  goals.  In February  2005,we
integrated the specialty food business into our dry grocery warehouse and expect
to significantly reduce such operating loss during 2005.

Beginning  late in the fourth  quarter of 2004,  we took steps to refinance  our
existing senior notes due in June 2007 through a private  offering of new notes.
In connection  with such offering,  we launched a tender offer to repurchase all
of our outstanding notes  conditioned  upon, among other things,  our ability to
sell  the new  notes on  terms  and  conditions  acceptable  to us,  in our sole


                                      -8-
<PAGE>

discretion.  Market conditions were not favorable for the new notes offering and
we terminated  the offering and the tender offer in January 2005. We continue to
explore options for refinancing the senior notes.

Fiscal 2004 was comprised of  fifty-three  weeks as compared to fifty-two  weeks
for most other  fiscal  years.  Net sales in the  fifty-third  week (week  ended
January 1, 2005) were approximately $21.9 million.

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 credit worthiness of each customer and related
aging of the past due  balances.  The provision for bad debts was $.5 million in
each of fiscal 2004,  2003,  and 2002.  At January 1, 2005,  the total notes and
accounts receivable (including the long-term portion) were $121.7 million and at
December 27, 2003 were $117.6 million,  net of an allowance of doubtful accounts
of $3.9 million at January 1, 2005 and $4.1  million at December  27,  2003.  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 information
available  and are  re-evaluated  and  adjusted  as  additional  information  is
received.

Goodwill and intangible assets

The  intangible  assets  recorded  on our  balance  sheet  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.




                                      -9-
<PAGE>



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 2004 net pension  expense were a 6.25 % 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 2004 increased
$.5 million to $1.3 million.

Other  assets at January 1, 2005  included  a  deferred  pension  asset of $30.2
million from our qualified  defined  benefit  pension plan (inclusive of a $10.0
million cash  contribution in December 2004),  and $1.5 million in a Rabbi Trust
for our nonqualified  supplemental plan. We had a liability for the nonqualified
plan of $1.3 million at January 1, 2005.

If  at  the  year  end  measurement  date,  the  estimated  accumulated  benefit
obligation  related to the qualified  pension plan exceeds 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 $ 6.7 million at January
1,  2005.  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.



                                      -10-
<PAGE>




Results of Operations


                     Statement of Income as a % of Net Sales
                                                            Year Ended
                                                    Dec 28,    Dec 27,   Jan. 1,
                                                     2002       2003       2005
Revenue:
    Net sales                                       100.0%     100.0%     100.0%
    Other revenue                                     0.5%       0.6%       0.9%
                                                    -----      -----      -----
              Total revenue                         100.5%     100.6%     100.9%
Cost of products sold                                90.4%      90.1%      89.2%
                                                    -----      -----      -----
Gross profit-exclusive of warehouse                  10.1%      10.5%      11.7%
  expense shown below

  Warehouse expense                                   3.7%       4.0%       4.6%
  Transportation expense                              1.9%       2.0%       2.2%
  Selling, general and administrative expense         1.9%       2.0%       2.7%
  Transaction related expenses                        0.2%       0.0%       0.0%
                                                    -----      -----      -----
Operating income                                      2.4%       2.5%       2.2%

  Interest expense                                    1.0%       1.0%       1.2%
  Amortization-deferred financing costs               0.0%       0.0%       0.1%
  Other (income)-net                                 -0.2%      -0.2%      -0.2%
                                                    -----      -----      -----
Income before income taxes                            1.6%       1.7%       1.1%
Income tax expense                                    0.6%       0.7%       0.4%
                                                    -----      -----      -----
Net income                                            1.0%       1.0%       0.7%
                                                    =====      =====      =====





                                      -11-
<PAGE>


Fifty-three  weeks ended January 1, 2005 and fifty-two  weeks ended December 27,
2003

Net sales for the fifty-three  weeks ended January 1, 2005 were $1,285.3 million
as compared to $1,534.2 million for the fifty-two weeks ended December 27, 2003.
This $248.9 million decrease in net sales reflects the loss of A&P as a customer
partially  offset by the addition of new customers and sales in the  fifty-third
week in the amount of approx $21.9 million. Excluding sales to A&P, net sales in
2004 rose 4.6% as compared  to 2003.  Other  revenue,  consisting  of  recurring
customer related services,  increased to $11.3 million for the fifty-three weeks
ended  January 1, 2005 as  compared  to $9.9  million in the prior  period.  The
majority  of the  increase  was the  result of  providing  a frozen  warehousing
service for a national manufacturer and incremental storage revenue.

Our gross margin (excluding  warehouse  expense) increased to 11.7% of net sales
or $150.7 million for 2004, compared to 10.5% of net sales or $161.4 million for
the prior period,  reflecting  increased  other revenue from frozen  warehousing
services discussed above and a change in mix of both customers and products sold
primarily as a result of the loss of A&P as a customer.  Factors such as changes
in customer mix, changes in manufacturers'  promotional  activities,  changes in
product mix,  availability  of "forward buy"  product,  or  competitive  pricing
pressures  have an effect on gross margin.  We are  endeavoring to improve gross
margin,  but there is no certainty we will achieve this. 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 4.6% or $59.8
million for 2004,  compared to 4.0 % of net sales or $62.0 million for the prior
period  primarily  as a result of fixed  costs being  compared to lower  overall
sales.  The Company  incurred $1.8 million of warehouse  expenses related to its
newest distribution  facilities (specialty foods and Puerto Rico) as compared to
$ .3 million in the prior year. In February  2005,  we integrated  the specialty
food operation into our expanded dry grocery  warehouse.  On an annual basis the
Company  expects its  expanded  grocery  warehouse to cost an  incremental  $1.2
million  as  compared  to $1.1  million  in outside  warehouse  expense  for its
specialty  food  business  and  outside  storage  in 2004.  We also  expect  the
additional warehouse space will enable us to derive efficiencies from the entire
warehouse.  In addition, we closed our distribution facility in Puerto Rico as a
result of an arrangement with a local company.

Transportation  expense increased to 2.2% of net sales or $28.8 million for 2004
as compared to 2.0% of net sales or $30.1 million in the prior period. Increased
wages and fringe  benefits  of $.5 million  were offset by lower owner  operator
expense  of $1.1  million  in 2004 due to a  greater  percentage  of  deliveries
handled by our employees.

Selling,  general and  administrative  expense  increased as a percentage of net
sales to 2.7% of net sales or $35.3  million  for 2004  compared  to 2.0% of net
sales or $31.3 million for the prior period. In 2004, we incurred  severance and
retirement  costs of $.7  million,  $.6  million  of which  was  related  to the
retirement  of Richard  Neff,  our former CEO (see our Form 8-K dated January 5,
2005 and the  severance  agreement  filed as an exhibit  to this  report on Form
10-K), and had an increase in pension expense of approximately  $.5 million from


                                      -12-
<PAGE>

the prior year.  Legal and  accounting  expense  increased $.5 million from 2003
excluding a $.6 million  recovery  settlement with an excess  insurance  carrier
related to legal fees expensed in previous  years included in 2003. In addition,
the Company incurred $1.7 million in general and administrative expenses related
to its newest  distribution  operations  in 2004 as  compared  to $.5 million in
2003.

Our effective tax rate  decreased to 40% in 2004 from 43% in 2003 as a result of
adjusting immaterial deferred tax liabilities.

We earned net income for 2004 of $8.1  million as compared  to $14.3  million in
the prior period.

EBITDA was $32.3  million  during 2004,  compared to $44.2  million in the prior
period.  While  the loss of A&P was the  primary  reason  for the  decline,  the
Company  incurred  $2.9  million  in  operating  losses  relating  to its newest
distribution  operations,  and incurred  $.7 million in  severance  costs mostly
attributable to the retirement of Richard Neff.

Reconciliation of EBITDA to net income (in thousands):


                                               2004        2003        2002
                                               ----        ----        ----
          EBITDA                              $32,255     $44,236     $43,206
          Less: depreciation and
             amortization of fixed assets       2,233       2,239       2,341
          Less: other amortization                867       1,988       2,699
          Less: interest expense               15,558      14,950      15,559
          Less: income tax provision            5,492      10,710       9,436
                                              -------     -------     -------
          Net Income                          $ 8,105     $14,349     $13,171
                                              =======     =======     =======


The Company has presented EBITDA supplementally because management believes this
additional  information  enables  management,  investors,  and others readers to
evaluate and compare,  from period to period, the Company's results from ongoing
operations in a 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 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 5.6% as  compared  to 2002.  In
addition to the large new group of customers  mentioned above, the change in net


                                      -13-
<PAGE>

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
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.

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.

                                      -14-
<PAGE>

We earned 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.

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.

Our bank credit  facility  matures on  February 1, 2007 and 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 $29.1  million  (excluding  $6.0  million of  outstanding
letters of credit) at January 1, 2005.  Additional  borrowing  capacity of $54.9
million  was  available  at that time and as of March 1, 2005,  the  Company had
$64.6 million of availability.

During  2004,  cash  flows used by  operating  activities  were  $13.1  million,
consisting  primarily of cash  generated  from income before  non-cash  items of
$16.6  million,  offset by i) a $ 10.0  million  contribution  to the  Company's
defined benefit  pension plan, ii) increases in a) accounts  receivable of $10.6
million, b) inventory of $4.6 million; c) prepaid expenses of $2.3 million,  and
d) other assets of $1.7  million;  and  decreases in accrued  expenses and other
liabilities of $.4 million.  The increase in accounts receivable includes a $2.2
million  receivable for an income tax refund that the Company expects to receive
in April 2005, $1.2 million of receivables  from the new specialty food division
that was not in  business  at the  beginning  of the year,  in  addition  to the
stretching of payment terms by certain  specific  customers The primary  impetus
behind the increase in inventory is $2.5 million of specialty  food inventory at
year end.

Cash flows  provided  by  investing  activities  were $5.2  million  during 2004
consisting  primarily  of $11.7  million  of  collections  and $5.6  million  of
proceeds from the sale of note  participations  offset by $11.4 million used for
new loans to customers. We used $.8 million for capital expenditures in 2004.

We currently expect to spend  approximately  $3.3 million during 2005 on capital
expenditures,  which includes $1.3 million of leasehold  improvements during the
first six months of 2005  related to the  expansion  of the  grocery  warehouse,
which was completed in January 2005. 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.

Net  cash  provided  by  financing  activities  during  2004  was  $5.7  million
consisting  of net  borrowings  under our bank credit  facility of $16.2 million
offset by a $10.0 million  dividend paid in April 2004, $.5 million of financing
fees paid in February 2004 for an extension of our bank credit facility  through
February 2007, and approximately $.1 million of capital lease payments.

                                      -15-
<PAGE>

Our consolidated  indebtedness increased to $179.3 million at January 1, 2005 as
compared to $163.1 million at December 27, 2003.  Stockholders' equity was $30.6
million on January 1, 2005 as compared to $32.5  million on December  27,  2003.
Based on our results  for the year ended  January 1, 2005 we have the ability to
pay a dividend of approximately $4.1 million in April 2005.

We did not  incur  any  cash  expense  in  fiscal  2004 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 2005. At January
1, 2005, we had reserved $.7 million for known environmental liabilities,  which
we believe is adequate.  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
$ 5.6 million,  $0, and $1.9 million in 2004, 2003, and 2002  respectively.  All
proceeds  were used to provide  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.

Under the terms of our revolving bank credit  facility,  we are required to meet
certain  financial  tests,  including  minimum interest  coverage ratios.  As of
January 1, 2005, we were in compliance with our covenants.

The Company  began the process of  refinancing  its  long-term  debt in the late
fourth  quarter of 2004 with the  expectation  of offering  new notes  bearing a
reasonable rate of interest and covenant package acceptable to the Company. When
it became clear that we could not consummate a deal on that basis, we terminated
our previously  announced  planned private  offering of notes. As a result,  the
Company  expects to incur a charge for expenses  related to the proposed deal in
the  first  quarter  of 2005 in the  range  of  $.8-$1.0  million.  The  Company
continues to explore refinancing options with regard to its senior notes.

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. The chart summarizes our contractual obligations:

                                      -16-
<PAGE>

<TABLE>
<CAPTION>
                                                         Payments due by period
                                  -------------------------------------------------------------
                                  Total       Less than    1-3 years    3-5 years   More than 5
     Contractual Obligations                   1 year                                 years
     -----------------------
          (in thousands)
<S>                              <C>          <C>          <C>          <C>          <C>
Long-Term Debt                   $148,300     $      0     $148,300     $      0     $      0
Interest on Long-Term Debt         36,457       14,830       21,627
Capital Lease Obligations           3,010          186          372          372        2,080
Operating Leases Obligations      128,360       10,275       19,180       15,652       83,253
Purchase Obligations  (a)             316          316            0            0            0
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet under GAAP
excluding deferred tax
liabilities (b)                       574          100          200          200           74
Total                            $317,017      $25,707     $189,679      $16,224       $85,407

<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.

</FN>
</TABLE>


We have contingent  obligations,  including performance guarantees in the amount
of  approximately  $1.0 million,  which decrease by $.6 million in 2005 and $ .4
million 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,  as of January 1, 2005,  for
approximately  $6.0 million on standby  letters of credit issued in the ordinary
course of business  under the bank credit  facility  which secure  approximately
$3.8 million of liabilities on our balance sheet as well as $1.0 million of rent
obligations.

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 2004's average  outstanding bank debt
of $8.9 million,  a 100 basis point change in annual interest rates would change
annual interest expense by approximately  $.1 million.  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 per
gallon of diesel fuel would increase or decrease,  as applicable,  the Company's
annual transportation costs by approximately $.1 million.

                                      -17-
<PAGE>

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.


                                                                           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 27, 2003 and January 1, 2005....  F-3

Consolidated Statements of Income for each of the
 three years in the period ended January 1, 2005...........................  F-4

Consolidated Statements of Changes in Stockholders'
 Equity for each of the three years in the period
 ended January 1, 2005.....................................................  F-5

Consolidated Statements of Cash Flows for each of
 the three years in the period ended January 1, 2005.......................  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.


         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 January 1, 2005. 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.

ITEM 9B. Other Information

         None




                                      -20-
<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets out, for each of our directors, executive officers and
key employees, the person's name, age and position(s) with our company.



Name                                Age      Position(s)

Stephen R. Bokser (1)...........     62      Co-Chairman of the Board, Chief
                                             Executive Officer, President and
                                             Chief Operating Officer

Richard B. Neff (1).............     56      Co-Chairman of the Board

Joseph R. De Simone.............     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, Logistics

Joseph Fantozzi.................     43      Senior Vice President and General
                                             Manager, White Rose Dairy Division

John Annetta....................     53      Senior Vice President and General
                                             Manager, White Rose Frozen Division

John J. Zumba...................     67      Senior Vice President

Jerold E. Glassman..............     69      Director

Emil W. Solimine(1) (3).........     60      Director

Charles C. Carella..............     71      Director

Jane Scaccetti (1)(2)...........     50      Director

Michael S. Goldberg (3).........     30      Director

Robert L. Reiner(2).............     49      Director

----------
     (1) Member of the Governance Committee
     (2) Member of the Audit Committee.
     (3) Member of the Compensation Committee.

                                      -21-
<PAGE>

Stephen R. Bokser became our Chief Executive  Officer on January 1, 2005 and has
been  Co-Chairman of the Board,  and our President and Chief  Operating  Officer
since  October  2000.  For the five  years  prior to  October  2000,  he was the
Executive Vice  President and President of the White Rose Food division.  He has
served as one of our  directors  since  1990.  Mr.  Bokser is also a director of
Foodtown, a supermarket cooperative and one of our customers.

Richard B. Neff has been a Co-Chairman of the Board since October 2000. Mr. Neff
was our Chief Executive Officer from October 2000 through December 2004. For the
five years prior to October 2000, he was our Executive  Vice President and Chief
Financial  Officer.  He  has  served  as one of our  directors  since  1990.  In
addition,  Mr. Neff has served as director of  Safety-Kleen  since January 2004.
Mr. Neff is the Chief Executive Officer and Managing Member of Las Plumas Lumber
and Truss  Company LLC, an affiliate of ours.  Mr. Neff is also the Chairman and
Chief Executive  Officer of RBN Investments,  Inc., which is the general partner
of Rose Partners,  L.P., our majority  shareholder,  and General  Partner of Las
Plumas Partners,  L.P., the majority owner of Las Plumas Lumber & Truss Co., LLC
and also is an executor of the Estate of Arthur  Goldberg,  a limited partner of
Rose Partners, L.P. Mr. Neff is a certified public accountant (inactive).

Joseph R. DeSimone has been our Senior Vice President,  Distribution since prior
to 1999.

Robert A. Zorn has been our  Executive  Vice  President,  Finance and  Treasurer
since  2001.  Previously,  he held the  position of Senior  Vice  President  and
Treasurer since prior to 1999.

Lawrence S.  Grossman  has been our Senior Vice  President  and Chief  Financial
Officer  since  2001.  Previously,  he held  the  position  of  Vice  President,
Corporate  Controller  since prior to 1999. Mr.  Grossman is a certified  public
accountant.

Harlan Levine has been our Vice  President,  General Counsel and Secretary since
June 2000.  Previously,  he held the position of Division Counsel since prior to
1999.

George Conklin has been our Vice President, Logistics since prior to 1999.

Joseph  Fantozzi has been our Senior Vice  President and General  Manager of our
White Rose Dairy division since 2001.  Previously,  he held the position of Vice
President and General  Manager of the White Rose Dairy  division  since prior to
1999.

John Annetta has been our Senior Vice President and General Manager of our White
Rose  Frozen  division  since  2001.  Previously,  he held the  position of Vice
President and General  Manager of the White Rose Frozen  division since prior to
1999.

John J. Zumba has been our Senior Vice President since 2001. Previously, he held
the position of Vice President, Sales since prior to 1999.

Jerold E. Glassman has served as one of our directors  since 1990. From prior to
1999 through  2001,  Mr.  Glassman was  managing  partner of Grotta,  Glassman &
Hoffman,  a law firm which has its primary office in Roseland,  New Jersey,  and
since 2002,  he has been its  Chairman.  Mr.  Glassman  has been  Special  Labor
Counsel to a number of New Jersey government  agencies and to former governor of
New Jersey, Christine Todd Whitman, during the period of 1995 to 2002.

                                      -22-
<PAGE>

Emil  Solimine has served as one of our  directors  since 1990.  He has been the
Chief Executive  Officer of the Emar Group,  Inc., an insurance  concern,  since
prior to 1999. He is also a limited partner of Rose Partners, L.P.

Charles C. Carella has served as one of our directors since 1995. Since prior to
1999, 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
Administrators of the Archdiocese of Newark and the Board of Trustees of Fordham
University.

Jane  Scaccetti  has served as one of our directors  since 1996.  Since prior to
1999,  she has been a  shareholder  of Drucker & Scaccetti,  P.C., an accounting
firm.  She is also a director  of The Pep Boys,  Nutrition  Management  Services
Company,  Temple  University  Health Systems and Keystone Health Plans East. Ms.
Scaccetti is a certified public accountant.

Michael  Goldberg has served as one of our directors  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 Partners,  L.P. Mr. Goldberg is currently a
private investor.

Robert L. Reiner  became one of our  directors in April 2004.  Mr.  Reiner was a
Managing  Director with Deutsche  Asset  Management  from 1999 to 2002 and was a
Global  Portfolio  Manager with Deutsche Asset Management from 1994 to 1999. Mr.
Reiner is currently a private investor.


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 under 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 Robert L. Reiner 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  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  January 1,
2005.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                                                   Other Annual        All Other
Name and Principal Position                 Year        Salary         Bonus       Compensation       Compensation
---------------------------                 ----   --   ------     --  ------      ------------       ------------
<S>                                         <C>       <C>            <C>            <C>                <C>
Stephen R. Bokser                           2004      $400,000       $440,000       $99,955(1)         $3,075(3)
Co-Chairman of the Board of Directors,      2003      $400,000       $440,000       $97,561(1),(2)     $3,000(3)
Chief Executive Officer, President, and     2002      $400,000       $550,000       $76,604(1)         $3,000(3)
Chief Operating Officer

Richard B. Neff (4)                         2004      $400,000       $260,000      $99,955 (1)         $2,769(3)
Co-Chairman of the Board of                 2003      $400,000       $440,000      $71,823 (1)         $3,000(3)
Directors                                   2002      $400,000       $550,000      $76,604 (1)         $3,000(3)

Robert A. Zorn                              2004      $288,100       $44,000            --             $3,075(3)
Executive Vice President-Finance and        2003      $288,100       $44,000            --             $3,000(3)
Treasurer                                   2002      $275,600       $55,000            --             $3,000(3)

Joseph Fantozzi                             2004      $220,000       $72,000            --             $3,075(3)
Senior Vice President and General           2003      $220,000       $72,000            --             $3,000(3)
Manager of White Rose Dairy Division        2002      $208,000       $90,000            --             $3,000(3)

Lawrence S. Grossman                        2004      $214,000       $72,000            --             $3,075(3)
Senior Vice President and                   2003      $214,000       $72,000            --             $3,000(3)
Chief Financial Officer                     2002      $202,000       $90,000            --             $3,000(3)

John Annetta                                2004      $213,500       $72,000            --             $3,075(3)
Senior Vice President and General           2003      $213,500       $72,000            --             $3,000(3)
Manager of White Rose Frozen Division       2002      $201,500       $90,000            --             $3,000(3)
</TABLE>


(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 2004 interest rate was 4.5% and it was paid off in December 2004. Certain
incidental  personal benefits to our executive officers may result from expenses
incurred by us in the interest of attracting and retaining qualified  personnel.


                                      -24-
<PAGE>

These incidental  personal benefits made available to executive  officers during
fiscal  years  2002,  2003,  and  2004  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.

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

(4) Effective  December 31, 2004, Mr. Neff retired as Chief Executive Officer of
the Company. He remains Co-Chairman of the Board of Directors.


Employment Agreements

We are a party to an  employment  agreement  with Mr.  Bokser which runs through
December 31, 2009. Pursuant to the terms of the Employment Agreement, Mr. Bokser
will receive an annual salary of $400,000 in 2005 and an annual salary of either
$400,000 or $500,000, at his election, in subsequent years, through December 31,
2009. During the term of the Employment  Agreement,  Mr. Bokser will be entitled
to receive a discretionary bonus based on the Company's earnings,  provided that
such  bonus  shall be no less than  $300,000  for any  fiscal  year in which the
Company's  EBITDA is at least $30 million.  In addition,  upon the occurrence of
certain  change of control type events or certain  distributions  involving  the
Company and Rose Partners L.P. or Las Plumas Partners,  L.P., Mr. Bokser will be
entitled  to  receive  additional  compensation  as set forth in the  Employment
Agreement.  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
two  years  following  such  event and in  certain  circumstances  will  receive
additional compensation.

We are a party to an evergreen employment 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.

On December 30, 2004,  we entered  into a severance  agreement  with Mr. Neff in
connection with his retirement from the Chief Executive Officer position.  Under
the  terms of the  severance  agreement,  Mr.  Neff is  entitled  to a  $250,000
severance payment,  to be paid quarterly over five years beginning on January 1,
2005.  In addition,  Mr. Neff will  continue to receive the use of an office and
secretary for the five year term of the agreement  and family  medical  benefits
until his 65th birthday. Mr. Neff received a bonus payment of $99,955, the after
tax  proceeds  of which  were  used to  satisfy  a loan due to the  Company.  In
addition, Mr. Neff also received a retirement bonus of $260,000.


                                      -25-
<PAGE>


Retirement Plan

Effective  April 1, 2005,  we will  discontinue  the earning of future  benefits
under 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)  were  eligible to  participate  in the
Retirement  Plan  on the  January  1 or  July 1  after  completing  one  year of
employment and 1,000 hours of service.

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
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. Bokser $204,895;  Mr. Neff $131,337;  Mr.
Zorn, $45,857;  Mr. Fantozzi,  $47,490;  Mr. Grossman,  $38,603; and Mr. Annetta
$48,901.

Retirement Savings Plan

We maintain the Di Giorgio  Retirement Savings Plan (the "401(k) 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 401(k) Plan on the first day
of the calendar  quarter after completing one year of employment and 1,000 hours
of service.

                                      -26-
<PAGE>

In  conjunction  with the change to the Di  Giorgio  Retirement  Plan  mentioned
above,  we also intend to make  changes to the 401(k) Plan.  Effective  April 1,
2005, we will replace the current match with an annual employer  contribution of
5%  (4.125%  for the  period  April 1,  2005  through  December  31,  2005,)  of
"Compensation" as defined in the 401(k) Plan. The employer  contribution will be
paid  regardless  of  whether  an  employee  makes a  401(k)  contribution,  and
regardless of the amount of that  contribution.  Eligible employees may elect to
contribute  on a tax deferred  basis from 1% to 60% of their total  compensation
(as defined in the 401(k) Plan), subject to statutory limitations.

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
through March 31, 2005 and immediate  vesting on contributions  thereafter.  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 except for
the new employer  contribution  beginning after April 1, 2005 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.

Compensation of Directors

Our  Directors  who are not  employees,  other  than  Richard  Neff,  receive  a
quarterly  retainer of $6,250 plus fees of $2,000 for  attendance at meetings of
the Board of Directors and $2,000 for attendance at Committee meetings. Mr. Neff
receives  a  quarterly  retainer  of  $12,500  but  does not  receive  a fee for
attending 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  2004 for such
services and purchased  insurance  with premiums of  approximately  $3.8 million
through Emar.


                                      -27-
<PAGE>

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

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership of shares of the Company's common stock as of March 1, 2005.


                                     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 Partners, LP is 380 Middlesex Avenue, Carteret, New Jersey
     07008.

(2)  Mr. Bokser's  business  addresses is 380 Middlesex  Avenue,  Carteret,  New
     Jersey  07008.  Mr.  Neff's  business  address  is 757 SE 17th St #331  Ft.
     Lauderdale, FL 33316.


                                      -28-
<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 2004  were  $7.3  million.  Most of the  decisions  to  purchase
products  from  the  Company  are made by  individual  members  of the  Foodtown
cooperative and total sales to the individual  members of the  cooperative  were
approximately $203.4 million in 2004.

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 2004.

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 2004 for such services and purchased insurance
with premiums of approximately $3.8 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 4.5% and both loans were paid off in
December 2004.



                                      -29-
<PAGE>


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following fees were or will be paid to Deloitte & Touche, LLP for services
rendered during the years ended January 1, 2005 and December 27, 2003:


                                   2004             2003
                                   ----             ----

          Audit Fees             $427,750 (a)     $282,500 (a)
          Audit-Related Fees       33,000 (c)      250,000 (b)
          Tax Fees                   --              --
          All Other Fees             --              --
                                  -------         --------
          Total Fees             $460,750         $532,500
                                 ========         ========

(a)  Includes  the  audit  of  the  Company's   financial   statements  and  the
     performance of quarterly reviews.
(b)  Includes fees associated with re-issuances of the audit opinion, as well as
     work  on  the  registration  statement  for a  proposed  sale  of  Canadian
     securities.
(c)  Represents fees associated with providing access to prior years' workpapers



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 years 2003 and 2004 (described in the footnotes
to the table  above)  and  related  fees were  approved  in advance by the Audit
Committee.


                                      -30-
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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 27, 2003 and January 1, 2005............................. F-3

          Consolidated Statements of Income for each of the
          three years in the period ended January 1, 2005................... F-4

          Consolidated Statements of Changes in Stockholders'
          Equity for each of the three years in the period
          Ended January 1, 2005............................................. F-5

          Consolidated Statements of Cash Flows for each of
          the three years in the period ended January 1, 2005 .............. 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.

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

                                      -31-
<PAGE>


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

                                      -32-
<PAGE>

          10.18(15) - Fifth  Amendment,  dated June 15, 2004 to Carteret grocery
                    warehouse lease dated as of February 11, 1994.

          10.19(15) -  Severance   Agreement  with  Richard  B.  Neff  effective
                    December 31, 2004.

          10.20(15)-Fourth Amended and Restated  Employment  Agreement effective
                    as of January 1, 2000  between  the  Company  and Stephen R.
                    Bokser

          21(15)    - Subsidiaries of the Registrant.

          31.1(15)  - 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(15)  - 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(15)  -  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).

                                      -33-
<PAGE>

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

(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) Incorporated by reference to the Company's Annual Report on Form 10-K/A for
     the year ended December 27, 2003 (File 1-1790)

(15) Filed herewith.



                                      -34-
<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 17th day of
March, 2005.

DI GIORGIO CORPORATION                      DI GIORGIO CORPORATION



By:  /s/ Stephen R. Bokser                           By:  /s/ Richard B. Neff
    --------------------------------                     -----------------------
Stephen R. Bokser                                    Richard B. Neff
Co-Chairman, Chief Executive Officer,                Co-Chairman
 President, 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                March 17, 2005
---------------------------
Jerold E. Glassman

 /s/ Emil W. Solimine                 Director                March 17, 2005
---------------------------
Emil W. Solimine

 /s/ Charles C. Carella               Director                March 17, 2005
---------------------------
Charles C. Carella

 /s/ Jane Scaccetti                   Director                March 17, 2005
---------------------------
Jane Scaccetti

/s/ Michael S. Goldberg               Director                March 17, 2005
-----------------------
Michael S. Goldberg

/s/ Robert L. Reiner                  Director                March 17, 2005
--------------------
Robert L. Reiner

 /s/ Lawrence S. Grossman             Senior Vice President   March 17, 2005
-------------------------             and Chief Financial
Lawrence S. Grossman                  Officer (Principal
                                      Financial & Accounting Officer)


                                      -35-
<PAGE>



DI GIORGIO CORPORATION AND SUBSIDIARIES

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



                                                                            Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   F-2

CONSOLIDATED FINANCIAL STATEMENTS:

   Consolidated Balance Sheets                                            F-3

   Consolidated Statements of Income                                      F-4

   Consolidated Statements of Stockholders' Equity                        F-5

   Consolidated Statements of Cash Flows                                  F-6

   Notes to Consolidated Financial Statements                             F-8

CONSOLIDATED FINANCIAL STATEMENT SCHEDULE FOR EACH OF THE THREE YEARS IN THE
   PERIOD ENDED JANUARY 1, 2005:

   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 January 1, 2005 and December
27, 2003, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended January
1, 2005. Our audits also included the consolidated financial statement schedule
listed in the Index at Item 15. 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. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, 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 January 1, 2005 and December 27, 2003, and the results of
their operations and their cash flows for each of the three years in the period
ended January 1, 2005 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.

/s/ Deloitte & Touche LLP

New York, New York
March 17, 2005



                                      F-2
<PAGE>



DI GIORGIO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
--------------------------------------------------------------------------------

                                                          December 27,January 1,
ASSETS                                                        2003       2005

CURRENT ASSETS:
  Cash and cash equivalents                                   $ 10,367  $  8,181
  Accounts and notes receivable--Net                           106,484   112,902
  Inventories                                                   61,204    65,838
  Deferred income taxes                                          3,865     3,590
  Prepaid expenses                                               3,606     5,904
                                                              --------  --------
           Total current assets                                185,526   196,415

PROPERTY, PLANT AND EQUIPMENT--Net                               9,840     8,361

NOTES RECEIVABLE                                                11,082     8,826

DEFERRED FINANCING COSTS--Net                                    1,886     1,655

OTHER ASSETS                                                    24,764    35,148

GOODWILL                                                        68,893    68,893
                                                              --------  --------
TOTAL                                                         $301,991  $319,298
                                                              ========  ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Revolving credit facility                                   $ 12,880  $ 29,119
  Current installment--capital lease liability                      64        69
  Accounts payable--trade                                       67,896    67,806
  Accrued expenses                                              27,398    27,419
                                                              --------  --------
           Total current liabilities                           108,238   124,413

LONG-TERM DEBT                                                 148,300   148,300

CAPITAL LEASE LIABILITY                                          1,877     1,808

OTHER LONG-TERM LIABILITIES                                     11,054    14,150

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                                             24,520    22,625
                                                              --------  --------
            Total stockholders' equity                          32,522    30,627
                                                              --------  --------
TOTAL                                                         $301,991  $319,298
                                                              ========  ========


See notes to consolidated financial statements.

                                      F-3
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED
(In thousands)
--------------------------------------------------------------------------------
                                                 December 28,     December 27,     January 1,
                                                    2002             2003             2005
<S>                                               <C>             <C>             <C>
REVENUE:
  Net sales                                       $ 1,551,849     $ 1,534,236     $ 1,285,251
  Other revenue                                         7,664           9,892          11,325
                                                  -----------     -----------     -----------
           Total revenue                            1,559,513       1,544,128       1,296,576

COST OF PRODUCTS SOLD                               1,402,761       1,382,683       1,145,899
                                                  -----------     -----------     -----------

GROSS PROFIT--Exclusive of warehouse
  expense shown separately below                      156,752         161,445         150,677

OPERATING EXPENSES:
  Warehouse expense                                    57,844          62,042          59,750
  Transportation expense                               29,284          30,132          28,819
  Selling, general and administrative expenses         30,197          31,327          35,324
  Transaction related expenses                          3,239             547            --
                                                  -----------     -----------     -----------
OPERATING INCOME                                       36,188          37,397          26,784

INTEREST EXPENSE                                       15,559          14,950          15,558

AMORTIZATION--Deferred financing costs                    758             628             693

OTHER INCOME--Net                                      (2,736)         (3,240)         (3,064)
                                                  -----------     -----------     -----------

INCOME BEFORE INCOME TAXES                             22,607          25,059          13,597

PROVISION FOR INCOME TAXES                              9,436          10,710           5,492
                                                  -----------     -----------     -----------

NET INCOME                                        $    13,171     $    14,349     $     8,105
                                                  ===========     ===========     ===========
</TABLE>


See notes to consolidated financial statements.

                                      F-4
<PAGE>



DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
-----------------------------------------------------------------------------------------------------------------------------

                                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--
  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

  Net income                     -        -          -       -           -         8,105        8,105

  Dividend                       -        -          -       -           -       (10,000)     (10,000)
                                --       --         --      --          --      --------     --------

BALANCES--
  January 1, 2005           78.116      $ -     76.869     $ -     $ 8,002      $ 22,625     $ 30,627
                            =======     ====    =======    ====    ========     =========    ========
</TABLE>


See notes to consolidated financial statements.

                                      F-5
<PAGE>

DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED
(In thousands)
--------------------------------------------------------------------------------

                                                                      December 28, December 27, January 1,
                                                                         2002         2003         2005
<S>                                                                     <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                            $ 13,171    $ 14,349    $  8,105
  Adjustments to reconcile net income to net
    cash provided by operations:
    Depreciation                                                           2,341       2,239       2,233
    Amortization of deferred financing costs                                 758         628         693
    Other amortization                                                     1,941       1,360         174
    Provision for doubtful accounts                                          500         500         500
    Gain on sale of equipment                                               --          --           (48)
    Actuarially calculated pension (income) expense                         (201)        885       1,347
    Deferred taxes                                                           104       1,959       3,568
    Changes in assets and liabilities:
      (Increase) decrease in:
        Accounts receivable                                               (7,760)      2,430     (10,614)
        Inventory                                                         (2,317)      7,582      (4,634)
        Prepaid expenses                                                  (1,126)      1,322      (2,298)
        Other assets:
           Contribution to defined benefit pension plan                     --        (3,500)    (10,000)
           Other                                                            (320)     (1,899)     (1,657)
      Increase (decrease) in:
          Accounts payable                                                  (501)    (15,737)        (90)
          Accrued expenses and other liabilities                           1,181      (1,385)       (424)
                                                                        --------    --------    --------
             Net cash provided by (used in) operating activities           7,771      10,733     (13,145)
                                                                        --------    --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to notes receivable                                           (8,312)    (19,944)    (11,401)
  Collections of notes receivable                                          8,404      14,222      11,731
  Proceeds from note participation sales                                   1,878        --         5,622
  Proceeds from sale of equipment                                           --          --           120
  Additions to property, plant and equipment                              (3,261)     (1,200)       (826)
                                                                        --------    --------    --------
          Net cash (used in) provided by investing activities             (1,291)     (6,922)      5,246
                                                                        --------    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings from revolving credit facility, net                           2,693      10,187      16,239
  Repurchase of 10% senior notes                                          (6,700)       --          --
  Dividend to stockholders                                                (6,000)    (10,000)    (10,000)
  Financing fees paid                                                       --          --          (462)
  Repayments of capital lease obligations                                    (57)        (60)        (64)
                                                                        --------    --------    --------
           Net cash (used in) provided by financing activities           (10,064)        127       5,713
                                                                        --------    --------    --------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                        (3,584)      3,938      (2,186)

CASH AND CASH EQUIVALENTS--
  Beginning of year                                                       10,013       6,429      10,367
                                                                        --------    --------    --------
 CASH AND CASH EQUIVALENTS--End of year                                 $  6,429    $ 10,367    $  8,181
                                                                        ========    ========    ========

                                                                     (Continued)
</TABLE>

                                      F-6
<PAGE>

DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED
(In thousands)
--------------------------------------------------------------------------------
                                                                      December 28, December 27, January 1,
                                                                         2002         2003         2005
<S>                                                                     <C>         <C>         <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid during the period:
    Interest                                                            $ 15,617    $ 14,981     $ 15,281
                                                                        ========    ========     ========
    Income taxes                                                        $ 10,645    $  8,425     $  4,971
                                                                        ========    ========     ========

                                                                     (Concluded)
</TABLE>

See notes to consolidated financial statements.


                                      F-7
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


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 four primary supermarket product
     categories: grocery, frozen, refrigerated and specialty products.

     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. 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 credit
     worthiness of specific accounts are evaluated for reserve consideration
     when a customer may not be able to meet its financial obligations. The
     reserve requirements are based on the information available and are
     re-evaluated and adjusted as additional information is received.

     Inventories--Inventories, primarily consisting of finished goods, are
     valued at the lower of cost (weighted average cost method) or market.
     Certain overhead costs associated with have been capitalized.

     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--Statement of Financial Accounting Standards ("SFAS") No. 142,
     Goodwill and Other Intangible Assets, 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.



                                      F-8
<PAGE>

     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 was 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.

     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 $.5 million and $3.2 million,
     which are included in the December 27, 2003 and December 27, 2002
     Consolidated Statements of Income under the caption "Transaction related
     expenses." Transaction related costs were insignificant in the year ended
     January 1, 2005.

     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
     non-recourse participations in selected customer notes receivable to
     various banks at par. During the years ended January 1, 2005, December 27,
     2003 and December 28, 2002, the Company sold approximately $5.6 million, $0
     and $1.9 million, respectively, of 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.


                                      F-9
<PAGE>


     Deferred Rent--Rent expense under operating leases providing for rent
     abatements and fixed non-contingent escalations is recognized on a
     straight-line basis over the term of each individual underlying lease. The
     cumulative net excess of recorded rent expense over lease payments made is
     reflected on the balance sheet as deferred rent and is included within
     accrued expenses and other long-term liabilities.

     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 reports 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 53
     weeks for fiscal 2004 and 52 weeks for fiscal 2003 and 2002.

     Reclassifications--Certain 2002 and 2003 amounts have been reclassified to
     conform to the 2004 consolidated financial statement presentation.

     New Accounting Pronouncements

     On December 15, 2004, the FASB issued Statement of Financial Accounting
     Standard No. 123 (Revised 2004), Share-Based Payment ("SFAS No 123"), which
     is revision of SFAS No. 123. Statement No. 123R supersedes APB No. 25 and
     amends Statement No. 95, Statement of Cash Flows. Under SFAS No. 123R,
     companies must calculate and record in the income statement the cost of
     equity instruments, such as stock options, awarded to employees for
     services received; pro forma disclosure is no longer permitted. The cost of
     the equity instruments is to be measured based on fair value of the
     instruments on the date they are granted (with certain exceptions) and is
     required to be recognized over the period during which the employees are
     required to provide services in exchange for the equity instruments. The
     statement is effective in the first interim or annual reporting period
     beginning after June 15, 2005. The Company has not historically had any
     stock based compensation and therefore the adoption of this statement is
     not expected to impact the consolidated financial statements.

     In November 2004, the FASB issued SFAS No. 151, Inventory Costs- An
     Amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in
     Accounting Research Bulletin (ARB) No. 43, Chapter 4, Inventory Pricing, to
     clarify the accounting for abnormal amounts of idle facility expense,
     freight, handling costs, and wasted material (spoilage). Among other
     provisions, the new rule requires that items such as idle facility expense,
     excessive spoilage, double freight, and rehandling costs be recognized as
     current-period charges regardless of whether they meet the criterion of "so
     abnormal" as stated in ARB No. 43. Additionally, SFAS No. 151 requires that
     the allocation of fixed overheads to inventory be based on the normal
     capacity of the production facilities. SFAS No. 151 is effective for fiscal
     years beginning after June 15, 2005, and is required to be adopted by the
     Company effective January 2006. The Company does not expect SFAS No. 151 to
     have a material impact on the consolidated results of operations, financial
     condition or cash flows.

     In December 2004, the FASB issued SFAS No. 153, Exchange of Nonmonetary
     Assets--An Amendment of APB Opinion No. 29. SFAS No. 153 eliminates the
     exception from fair value measurement for nonmonetary exchanges of similar
     productive assets in paragraph 21(b) of APB Opinion No. 29, Accounting for
     Nonmonetary Transactions, and replaces it with an exception for exchanges
     that do not have commercial substance. SFAS No. 153 specifies that a
     nonmonetary exchange has commercial substance if


                                      F-10
<PAGE>


     the future cash flows of the entity are expected to change significantly as
     a result of the exchange. SFAS No. 153 is effective for the fiscal period
     beginning after June 15, 2005, and is required to be adopted by the Company
     effective January 2006. The Company does not expect SFAS No. 153 to have a
     material impact on the consolidated results of operations, financial
     condition or cash flows.

2. ACCOUNTS AND NOTES RECEIVABLE

     Accounts and notes receivable consist of the following:

                                                   December 27,   January 1,
                                                      2003          2005
                                                         (in thousands)

     Accounts receivable                           $  81,822     $  86,478
     Notes receivable                                 14,892        13,530
     Other receivables                                13,878        16,794
     Less allowance for doubtful accounts             (4,108)       (3,900)
                                                   ---------     ---------
                                                   $ 106,484     $ 112,902
                                                   =========     =========

     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 January 1, 2005, the Company's customer loan
     portfolio had an aggregate balance of approximately $22.4 million of which
     $8.8 million is long term. The portfolio consisted of 57 loans ranging in
     size up to approximately $5.4 million. During fiscal 2002, 2003 and 2004,
     the Company had net transfers between accounts receivable and notes
     receivable of approximately $3.8 million, $0 and $2.4 million,
     respectively.

3. PROPERTY, PLANT AND EQUIPMENT

     Property and equipment consist of the following:

                                           Estimated
                                          Useful Life  December 27,  January 1,
                                            in Years      2003          2005
                                                           (In thousands)

     Land                                       --      $    900    $   900
     Buildings and improvements                   10       5,095      5,181
     Machinery and equipment                    3-10      19,798     20,116
     Less accumulated depreciation                       (17,967)    (19,730)
                                                        --------    -------
                                                           7,826      6,467
                                                        --------    -------

     Capital leases:
       Building and improvements                           3,117      3,117
       Equipment                                             380        380
       Less accumulated amortization                      (1,483)    (1,603)
                                                        --------    -------
                                                           2,014      1,894
                                                        --------    -------
                                                        $  9,840    $ 8,361
                                                        ========    =======

                                      F-11
<PAGE>

     Depreciation and amortization expense was approximately $2.3 million, $2.2
     million and $2.2 million for fiscal 2002, 2003 and 2004, respectively.
     Included in that amount is approximately $.1 million for each year of
     depreciation of assets under capital leases.

4. GOODWILL

     During each of the three years in the period ended January 1, 2005 the
     Company completed its annual impairment test and did not record any
     impairments of goodwill.

5. FINANCING

     Debt consists of the following:

                                       Interest Rate
                                       at January 1,   December 27,   January 1,
                                          2005            2003            2005
                                                       (In thousands)

     Revolving credit facility (a)        5.25 %        $  12,880      $  29,119
                                                        =========      =========
     Long-term debt:
      Senior notes (b)                   10.0 %         $ 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. During 2004, the average
          interest rate for the outstanding borrowing was 4.5%.

          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 $29.1
          million (excluding $6.0 million of outstanding letters of credit) at
          January 1, 2005. Additional borrowing capacity of $54.9 million was
          available at that time.

          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 January 1, 2005.

     (b)  10% Senior Notes--The senior notes were issued under an Indenture
          Agreement (the "Indenture") dated 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


                                      F-12
<PAGE>


          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 period beginning
          June 15 of years indicated:

                           Year                     Redemption Price

                           2004                          101.67%

                           2005                          100.00%

          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.

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts and fair values of the Company's financial instruments
     are as follows:

                                     December 27, 2003        January 1, 2005
                                    Carrying      Fair      Carrying      Fair
                                     Amount      Value       Amount      Value
                                                  (In thousands)
     Debt:
       Revolving credit facility    $ 12,880    $ 12,880    $ 29,119    $ 29,119
       10% senior notes              148,300     140,144     148,300     147,559
     Notes receivable--current        14,892      14,892      13,530      13,530
     Notes receivable--long-term      11,082      11,082       8,826       8,826

     The fair value of the 10% senior notes as of December 27, 2003 and January
     1, 2005 is based on trade prices of $ 98.50 and $99.50, respectively,
     representing yields of 11.99% (as of December 27, 2003) and 10.23% (as of
     January 1, 2005), 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.

     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.

                                      F-13
<PAGE>

7. ACCRUED EXPENSES

     Accrued expenses consist of the following:

                                                         December 27, January 1,
                                                            2003        2005
                                                                  (In thousands)

     Employee benefits                                     $10,221     $10,422
     Due to vendors/customers                                9,460       7,756
     Other                                                   5,199       6,806
     Legal and environmental (Note 10)                       2,042       1,695
     Interest                                                  476         740
                                                           -------     -------
                                                           $27,398     $27,419
                                                           =======     =======

8. RETIREMENT PLANS

     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 27, January 1,
                                                            2003        2005
                                                                  (In thousands)

     Change in benefit obligation:
       Benefit obligation at beginning of year             $ 53,176    $ 57,059
       Service cost                                             937       1,058
       Plan change                                             --           (12)
       Interest cost                                          3,500       3,496
       Actuarial loss                                         3,454       7,099
       Benefits paid                                         (4,008)     (4,135)
                                                           --------    --------
     Benefit obligation at end of year                     $ 57,059    $ 64,565
                                                           ========    ========

                                      F-14
<PAGE>

                                                         December 27, January 1,
                                                            2003        2005
                                                                  (In thousands)

     Change in plan assets:
       Fair value of plan assets at beginning of year      $ 53,859    $ 55,008
       Actual return on plan assets                           1,657       1,049
       Benefit payments                                      (4,008)     (4,135)
       Employer contribution                                  3,500      10,000
                                                           --------    --------
     Fair value of plan assets at end of year              $ 55,008    $ 61,922
                                                           ========    ========

     Reconciliation of funded status:
       Funded status (fair value of plan assets less
       benefit obligation)                                 $ (2,050)   $ (2,643)
       Unrecognized net actuarial loss                       23,262      32,786
       Unrecognized prior service cost                           93          62
                                                           --------    --------
     Prepaid benefit cost                                  $ 21,305    $ 30,205
                                                           ========    ========

     Net pension cost includes the following components:
<TABLE>
<CAPTION>
                                                                      Year Ended
                                                    December 28,  December 27,  January 1,
                                                        2002         2003         2005
                                                                  (In thousands)
     <S>                                               <C>          <C>          <C>
     Service cost                                      $   816      $   937      $ 1,058
     Interest cost                                       3,498        3,500        3,496
     Expected return on plan assets                     (5,069)      (4,580)      (4,721)
     Amortization of prior service cost                     18           20           18
     Amortization of net loss from earlier periods         355          795        1,247
                                                       -------      -------      -------
                                                       $  (382)     $   672      $ 1,098
                                                       =======      =======      =======
</TABLE>

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

                                                       Year Ended
                                          December 28,  December 27,  January 1,
                                              2002        2003         2005

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

                    Year                                Pension Benefits
                                                         (In thousands)

                    2005                                     $ 4,038
                    2006                                       4,160
                    2007                                       4,261
                    2008                                       4,408
                    2009                                       4,524
                  2010-2014                                   24,048


     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 reasonably estimated until the fourth quarter annually.

     The pension plan weighted  average asset  allocations by asset category are
as follows:

                                                  December 27, January 1,
                                                     2003        2005

     Cash                                             14.3 %   16.6 %
     Fixed income                                     80.5     78.0
     Equities                                          0.6      0.4
     Other                                             4.6      5.0
                                                      ----      ---
     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 28, 2002                                     $1,460
     December 27, 2003                                      1,503
     January 1, 2005                                        1,350

     Approximately 64% of the Company's workforce is covered by collective
     bargaining agreements with 4 separate local unions associated with the
     International Brotherhood of Teamsters. Approximately 17% of the Company's
     workforce is a party to an agreement that expires in November 2005. The
     other agreements expire throughout 2007.

     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 28, 2002                                     $229
     December 27, 2003                                      231
     January 1, 2005                                        237

          Effective April 1, 2005, the Company will discontinue the earning of
          future benefits under the Di Giorgio Retirement Plan which is a
          defined benefit pension plan. In conjunction with the change to the Di
          Giorgio Retirement Plan mentioned above, the Company also intends to
          make changes to the 401(k) Plan. Effective April 1, 2005, the Company
          will replace the current match with an annual employer contribution
          (paid quarterly) which will be paid regardless of whether an employee
          makes a 401(k) contribution, and regardless of the amount of that
          contribution.

9. OTHER LONG-TERM LIABILITIES

     Other long-term liabilities consist of the following:

                                                        December 27,  January 1,
                                                            2003         2005
                                                                  (In thousands)

     Deferred income tax liability--net (Note 13)          $10,200       $13,493
     Environmental (Note 10)                                   433           433
     Employee benefits                                         165           141
     Other                                                     256            83
                                                           -------       -------
                                                           $11,054       $14,150
                                                           =======       =======

                                      F-17
<PAGE>

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.

     The following is a schedule of net minimum lease payments required under
     capital and operating leases in effect as of January 1, 2005:

        Fiscal Year Ending                             Capital        Operating
                                                       Leases           Leases
                                                            (In thousands)

        2005                                          $   186          $10,275
        2006                                              186           10,087
        2007                                              186            9,093
        2008                                              186            8,464
        2009                                              186            7,188
        Thereafter                                      2,080           83,253
                                                      -------          -------
        Net minimum lease payments                      3,010        $ 128,360
                                                                     =========
        Less interest                                  (1,133)
                                                      -------
        Present value of net minimum lease
          payments (including current
          installments of $69)                         $1,877
                                                       ======

     Total rent expense included in operations was as follows:

          Year Ended                                              (In thousands)

          December 28, 2002                                            $11,595
          December 27, 2003                                             12,666
          January 1, 2005                                               13,362

     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 on standby letters of credit with a
     bank as of both December 27, 2003 and January 1, 2005.



                                      F-18
<PAGE>


     Guarantees--The  Company has issued  certain  performance  guarantees in an
     aggregate   amount  of   approximately   $1.0  million  which  decrease  by
     approximately  $.6 million in 2005 and $.4 million 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 an employment  agreement  with its
     Chief Executive Officer,  which is scheduled to expire in December 2009. 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  $.7  million  were  paid in  fiscal  2004.  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 10% senior notes, as well as those contained in the revolving
     credit  facility,  based on its results for year ended January 1, 2005, the
     Company is permitted to pay dividends up to approximately $4.1 million.

12.  OTHER INCOME--NET

     Other income consists of the following:

                                                       Year Ended
                                       December 28,    December 27,   January 1,
                                          2002            2003           2005
                                                     (In thousands)

          Interest income                $1,933          $1,836        $1,978
          Other--net                        803           1,404         1,086
                                         ------          ------        ------
                                         $2,736          $3,240        $3,064
                                         ======          ======        ======

13.  INCOME TAXES

     At January 1, 2005,  the Company  had a  receivable  for  current  taxes of
     approximately   $2.2   million  and  prepaid   current   income   taxes  of
     approximately $1.6 million.

      The income tax provision consists of the following:

                                                      Year Ended
                                        December 28,   December 27,   January 1,
                                           2002           2003            2005
                                                     (In thousands)

          Current income tax:
            Federal                        $6,869        $ 6,446        $1,319
            State                           2,463          2,305           605
                                           ------        -------        ------
          Total current income tax          9,332          8,751         1,924
                                           ------        -------        ------
          Deferred income tax:
            Federal                            78          1,473         2,704
            State                              26            486           864
                                           ------        -------        ------
          Total deferred income tax           104          1,959         3,568
                                           ------        -------        ------
          Total tax provision              $9,436        $10,710        $5,492
                                           ======        =======        ======

                                      F-19
<PAGE>

     A reconciliation of the Company's  effective tax rate with the statutory of
     Federal tax rate is as follows:
<TABLE>
<CAPTION>
                                                                 Year Ended
                                                      December 28, December 27, January 1,
                                                         2002         2003        2005
                                                                (In thousands)
     <S>                                                <C>        <C>         <C>
     Tax statutury rate                                 $7,912     $ 8,772     $ 4,659
     State and local taxes - net of Federal benefit      1,435       1,791         975
     Permanent differences and other                        89         147        (142)
                                                        ------     -------     -------
     Total                                              $9,436     $10,710     $ 5,492
                                                        ======     =======     =======
</TABLE>


     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:
<TABLE>
<CAPTION>
                                                                       December 27, January 1,
                                                                          2003        2005
                                                                           (In thousands)
       <S>                                                             <C>           <C>
       Allowance for doubtful accounts                                 $  1,712      $  1,617
       Accrued workmen's compensation insurance and employee
            fringe benefit expenses not deducted until paid               1,504         1,160
       Other accrued expenses not deducted until paid                       711           685
       Difference between book and tax basis of property                    234           645
                                                                       --------      --------
     Deferred tax assets                                                  4,161         4,107
                                                                       --------      --------
     Deferred tax liabilities:
       Pension asset valuation                                           (8,549)      (12,132)
       Difference between book and tax basis of goodwill and other
            Intangible assets                                            (1,635)       (1,878)
       Other                                                               (312)         --
                                                                       --------      --------
     Deferred tax liabilities                                           (10,496)      (14,010)
                                                                       --------      --------
     Net deferred tax liabilities                                      $ (6,335)     $ (9,903)
                                                                       ========      ========
</TABLE>


     The Balance  Sheet  classification  of the  deferred  income tax assets and
     liabilities is as follows (in thousands)
<TABLE>
<CAPTION>
                            December 27, 2003                      January 1, 2005
                    ----------------------------------    ------------------------------------
                    Current     Noncurrent     Total       Current    Noncurrent       Total
                    -------     ----------    -------      -------    ----------     ---------
     <S>             <C>        <C>           <C>           <C>        <C>           <C>
     Assets          $3,865     $    296      $  4,161      $3,590     $    517      $  4,107

     Liabilities       --        (10,496)      (10,496)       --        (14,010)      (14,010)
                     ------     --------      --------      ------     --------      --------

     Total           $3,865     $(10,200)     $ (6,335)     $3,590     $(13,493)     $ (9,903)
                     ======     ========      ========      ======     ========      ========
</TABLE>

                                      F-20
<PAGE>


14. RELATED PARTY TRANSACTIONS

     Mr. Stephen Bokser is co-chairman, chief executive officer, president and
     chief operating officer. Mr. Bokser serves on the board of Foodtown, Inc.,
     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 2004 were $7.3 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
     $ 203.4 million in 2004.

     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 2004 and 2003 and approximately $.1 million during the
     year 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 January 1, 2005 for such services and purchased insurance with
     premiums of approximately $3.8 million during the year ended January 1,
     2005 and $3.6 million during the years ended December 27, 2003 and December
     28, 2002 respectively, through Emar.

     The Company believes 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, the Company loaned each of Messrs. Neff, co-chairman and
     former 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 4.5% and these loans were paid
     off in December 2004.

15. MAJOR CUSTOMERS

     During the year ended January 1, 2005 sales to Associated Food Stores
     ("Associated") represented 18.8%, and sales to the Foodtown group
     represented 16.4%.of net sales.

     During the year ended December 27, 2003, sales to The Great Atlantic And
     Pacific Tea Company ("A&P"), Associated and the Foodtown group represented
     19.9%, 14.9% and 14.3%.of net sales, respectively.

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

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

                                     ******

                                      F-21
<PAGE>
                                                                     Schedule II


DI GIORGIO CORPORATION AND SUBSIDIARIES

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

                         Balance at                                   Balance at
                         Beginning                                     End of
    Description          of Period     Expenses       Deductions       Period

Allowance for doubtful accounts for the period ended:


December 28, 2002          5,256          500            (731)  (1)      5,025

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

January 1, 2005            4,108          500            (708)  (1)      3,900


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




                                      S-1