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 December 27, 2003

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

For the transition period from ______ to _____

Commission File Number:  1-1790

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

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

          380 Middlesex Avenue
          Carteret, New Jersey                                   07008
(Address of principal executive offices)                       (Zip Code)
                                 (732) 541-5555
              (Registrant's Telephone Number, Including Area Code)

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

                                                    Name of Each Exchange
         Title of Each Class                         On Which Registered
         -------------------                         --------------------
               NONE                                           NONE

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

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

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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) Yes__ No X

As of March 5, 2004,  there were  outstanding  78.1158  shares of Class A Common
Stock and 76.8690 shares of Class B Common Stock.  The aggregate market value of
the voting and non-voting stock held by  non-affiliates  of the registrant is $0
because all voting and non-voting stock is held by affiliates of the registrant.


<PAGE>


                                     PART I

ITEM 1.  BUSINESS.

Overview

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

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


Products and Customer Support Services

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

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

Customer  Support  Services We offer a broad spectrum of retail support services
to  our  customers,   including   advertising,   promotional  and  merchandising
assistance,  retail  operations  counseling,   computerized  ordering  services,
technology support,  an insurance program,  coupon redemption services and store
layout and equipment planning.  Under our insurance program, we assist customers
in obtaining liability,  crime, and property insurance.  Our technology division
distributes and supports  supermarket scanning and cash register equipment which
is compatible  with our information  systems.  We also offer our customers store
engineering,  sanitation  and  inspection  services.  We have a staff of  retail
counselors who visit stores on a regular basis to advise store management


                                     2
<PAGE>

regarding their operations. Our larger independent and chain customers generally
provide their own retail support. Most of our customers utilize our computerized
order entry  system,  which  allows them to place and confirm  orders 24 hours a
day, 7 days a week.

We periodically extend financial assistance to independent retailers in the form
of loans for the purpose of (i)  financing the purchase of new  locations,  (ii)
financing  the purchase of initial  inventories  and/or store  renovations,  and
(iii) financing working capital requirements. The primary purpose of those loans
is to provide a means of continued growth for us by both developing new customer
store locations and strengthening our existing customers through the improvement
of their operations and physical locations. Generally, customers receiving loans
purchase  the  majority  of  their  grocery,  frozen  and  refrigerated  product
inventory from us. Loans are usually secured,  interest-bearing obligations that
are generally  repayable over a period of one to three years. As of December 27,
2003,  our customer  loan  portfolio had an aggregate  balance of  approximately
$25.9  million.  The  portfolio  consisted  of 71  loans  ranging  in size  from
approximately $4,000 to approximately $5.8 million. In connection with extending
loans,  we  evaluate  our  relationship  with  and the  creditworthiness  of the
customer and seek to obtain adequate  security.  During the last three years, we
sold  participations  in some of these loans to commercial  banks.  In addition,
from time to time, we have provided other financial  assistance to our customers
in the  form  of  performance  guarantees.  Currently  we have  two  performance
guarantees in the aggregate amount of approximately $1.6 million which decreases
by  approximately  $.6 million per year and expire in 2005 and 2006.  Additional
information regarding the performance guarantees is discussed under Management's
Discussion  &  Analysis   Off-balance   sheet   arrangements   and   contractual
obligations.

Markets and Customers

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

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

                                       3
<PAGE>

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

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

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

In 2003, as part of a global  settlement of numerous issues between the Company,
Fleming  Companies  Inc., C&S Wholesale  Grocers,  Inc.,  several former Fleming
storeowner customers and related other parties, we acquired an exclusive license
to utilize and  sub-license  the Shop `n Bag and Thriftway  trade names within a
designated  territory.  The Company has granted,  and will in the future  grant,
sub-licenses  of these trade  names to its  customers  desiring to utilize  such
names.

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

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

Warehousing and Distribution

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

                                       4
<PAGE>

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

Purchasing

We purchase our products from approximately 1,300 suppliers in the United States
and abroad and resell them to our  customers.  Brand name products are generally
purchased   directly   from  the   manufacturer,   through  the   manufacturer's
representatives or their  representatives by buyers in each operating  division.
White Rose(R) label and several  customers' private label products are purchased
from producers,  manufacturers or packers who are licensed by us or the specific
customer.  We purchase  products in large  volume and resell them in the smaller
quantities  required by our  customers.  We believe that we have the  purchasing
power to obtain competitive  volume discounts from our suppliers.  Substantially
all  categories of products  distributed  by us are available  from a variety of
manufacturers  and  suppliers,  and we are not dependent on any single source of
supply for any specific  category.  However,  market conditions  dictate that we
have certain nationally prominent brands, that are generally only available from
single  suppliers.  Order size and frequency are  determined by our buyers based
upon historical sales experience,  sales projections and computer forecasting. A
modern  procurement system provides the buying department with extensive data to
measure the movement and profitability of each inventory item, forecast seasonal
trends,  and recommend the terms of purchases,  including the practice of taking
advantage of situations  when the  manufacturer is selling an item at a discount
pursuant to a special promotion, an industry practice known as "forward buying."
The procurement system,  which operates in concert with the warehouse management
system,  features full electronic data  interchange  capabilities and accounting
interfaces.

Competition and Trademarks

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

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



                                       5
<PAGE>


Seasonality

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

Employees

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

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

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


ITEM 2.  PROPERTIES.

Distribution facilities and data center data.

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

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

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

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


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

                                       6
<PAGE>

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


ITEM 3.  LEGAL PROCEEDINGS.

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

Litigation.

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


                                       7
<PAGE>


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

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


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

         None.

                                       8
<PAGE>


                                     PART II

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

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

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





ITEM 6.  SELECTED FINANCIAL DATA.

     This  table  sets  forth  our  selected  historical  data  for the  periods
indicated.  This  data  should  be read in  conjunction  with  the  consolidated
financial statements and related notes included herein. Amounts are in thousands
of dollars.
<TABLE>
<CAPTION>
                                          Year Ended     Year Ended    Year Ended    Year Ended     Year Ended
                                          January 1,    December 30,  December 29,   December 28,    December 27,
                                             2000           2000          2001          2002          2003
                                       --------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>            <C>            <C>
Income Statement Data:
Total revenue                           $ 1,413,827    $ 1,495,398    $ 1,538,824    $ 1,559,513    $ 1,544,128
Gross profit(a)                             138,971        144,996        151,313        156,752        161,445
  Warehouse expense                          51,865         52,233         54,123         57,844         62,042
  Transportation expense                     26,607         28,387         29,570         29,284         30,132
  Selling, general and                       25,834         29,443         29,526         30,197         31,327
    administration expenses
  Transaction related expenses                 --             --             --            3,239            547
  Amortization--goodwill                      2,425          2,425          2,245            --             --
Operating income                             32,240         32,508         35,669         36,188         37,397
  Interest expense                           16,679         16,028         15,917         15,559         14,950
  Amortization--deferred financing              764            730            651            758            628
    costs
  Other (income), net                        (2,744)        (3,517)        (3,775)        (2,736)        (3,240)
Income before income taxes                   17,541         19,267         22,876         22,607         25,059
Income taxes                                  7,872          8,528         10,781          9,436         10,710
Net  income                                   9,669         10,739         12,095         13,171         14,349

<CAPTION>
                                          Year Ended     Year Ended    Year Ended    Year Ended     Year Ended
                                          January 1,    December 30,  December 29,   December 28,    December 27,
                                             2000           2000          2001          2002          2003
                                       --------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>            <C>            <C>
Balance Sheet Data:
Total assets                            $   273,406    $   289,801    $   290,936    $   298,464    $   294,855
Working capital                              56,397         56,238         73,612         74,774         75,628
Total debt including capital leases         164,069        167,531        157,058        152,994        163,121
Total stockholder's equity                    5,968         14,207         21,002         28,173         32,522
----------
<FN>
(a) Gross profit excludes warehouse expense shown separately.
</FN>
</TABLE>


                                       9
<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.

Application of Critical Accounting Policies

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

Allowance for doubtful accounts

We  estimate  the net  realizable  value  of our  trade  receivables  and  notes
receivables,  as  well as our  vendor  receivables.  A  considerable  amount  of
judgment  is  required  in  assessing  the  realization  of  these  receivables,
including  evaluating the current  creditworthiness of each customer and related
aging of the past due  balances.  The provision for bad debts was $.5 million in
each of fiscal 2003,  fiscal 2002,  and fiscal 2001.  At December 27, 2003,  the
total notes and accounts  receivable  (including  the  long-term  portion)  were
$120.8 million and at December 28, 2002 were $117.5 million, net of an allowance


                                       10
<PAGE>

of doubtful  accounts of $4.1  million at December  27, 2003 and $5.0 million at
December 28, 2002.  We evaluate the  creditworthiness  of specific  accounts for
reserve  consideration  when we become aware of a situation where a customer may
not be able to meet its  financial  obligations.  The reserve  requirements  are
based  on the  best  facts  available  and  are  re-evaluated  and  adjusted  as
additional information is received.

Goodwill and intangible assets

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

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

Pension benefits

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

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


                                       11
<PAGE>

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

Reserves for self-insurance.

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

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


                                       12
<PAGE>


Results of Operations

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

                                        Statement of Income as a % of Net Sales

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

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

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

Operating income                                  2.4%       2.4%       2.5%

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

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

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



                                       13
<PAGE>


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

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

Our gross margin (excluding  warehouse  expense) increased to 10.5% of net sales
or $161.4 million for 2003, compared to 10.1% of net sales or $156.8 million for
the prior period,  reflecting  increased  other revenue from frozen  warehousing
services,  a change in mix of both  customers and products  sold, and allowances
related to new products the Company is carrying. The Company has taken, and will
continue to take,  steps  intended to maintain  and improve its margins  such as
auditing  and  scrutinizing  its  acquisition  cost of  product,  improving  its
inventory  management  (to reduce  slow  moving  products),  and taking  greater
advantage of forward buy opportunities. Factors such as changes in customer mix,
changes in  manufacturers'  promotional  activities,  changes in product mix, or
competitive  pricing  pressures  may  have an  effect  on  gross  margin.  It is
uncertain  that the  improvement  in gross  margin  realized  in this  year will
continue.  Caution should be taken when comparing the Company's  gross margin to
that of other  companies  because other  companies,  while still  complying with
generally accepted accounting  principles ("GAAP"),  may characterize income and
expenses differently.

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

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

Selling,  general and  administrative  expense  increased as a percentage of net
sales to 2.0% of net sales or $31.3  million  for 2003  compared  to 1.9% of net
sales or $30.2  million  for the prior  period.  2003  included  an  increase in
pension  expense of  approximately  $1.1  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.

                                       14
<PAGE>

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

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

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

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

Reconciliation of EBITDA to net income (in thousands):

                                                2003        2002        2001

          EBITDA                              $44,236     $43,206     $46,300
          Less: depreciation and
            amortization of fixed assets        2,239       2,341       2,332

          Less: other amortization              1,988       2,699       5,175

          Less: interest expense               14,950      15,559      15,917

          Less: income tax provision           10,710       9,436      10,781
                                              -------     -------     -------
          Net Income                          $14,349     $13,171     $12,095
                                              =======     =======     =======

The Company has presented EBITDA supplementally because management believes this
information  enables management,  investors,  and others readers to evaluate and
compare, from period to period, the Company's results from ongoing operations in
a more  meaningful  and  consistent  manner.  We believe  net income is the most
closely comparable GAAP measure as opposed to cash flow from operations. Similar
to  net  income,  management  uses  the  EBITDA  measures  as a  measure  of the
performance of our operations  without the vagaries of  fluctuations  in working
capital  as cash flow from  operations  would.  Management  also uses the EBITDA
results when making operating decisions that require additional resources and as
a basis for certain calculations for compensation  programs. We believe that the
relevant  statistic for our business to measure liquidity is our working capital
plus our  availability  under our  existing  line of  credit,  both of which are
disclosed in our liquidity  discussion  under  Liquidity  and Capital  Resources
below.


                                       15
<PAGE>


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

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

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

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

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

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

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

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

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

                                       16
<PAGE>


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.

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

During 2003, cash flows provided by our operating  activities were $2.1 million,
consisting  primarily of cash generated from income before non-cash  expenses of
$21.9 million,  and a decrease in inventory of $7.6 million and prepaid expenses
of $1.3 million,  offset by a decrease in accounts  payable of $18.7 million and
accrued  expenses of $.8 million and increases in accounts and notes  receivable
of $3.9 million and other assets of $5.4 million.

We used approximately $1.2 million of cash flows for investing activities during
2003,  exclusively  for capital  expenditures.  Net cash  provided by  financing
activities  during 2003 was $.1 million  consisting of net borrowings  under our
bank credit facility of $10.2 million offset by a $10.0 million dividend paid in
June 2003 and approximately $.1 million of capital lease payments.

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

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

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

                                       17
<PAGE>

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

From time to time, we have sold non-recourse,  senior participations in selected
customer notes to various banks at par. Aggregate proceeds from those sales were
$0, $1.9 million and $10.5 million in 2003,  2002,  and 2001  respectively.  All
proceeds were used to repay amounts under our bank credit facility or to provide
working  capital.  The primary reason for these sales was to enhance our ability
to lend money to customers within the confines of our financing  agreements.  We
may sell  additional  participations  from time to time. In January 2004 we sold
approximately  $2.0  million  of  participations.  We expect to sell  additional
participations in 2004.

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

Off-balance sheet arrangements and contractual obligations

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

<TABLE>
<CAPTION>
                                                    Payments due by period
                                                    ----------------------
Contractual Obligations          Total      Less than    1-3 years   3-5 years    More than
-----------------------                       1 year                               5 years
    (in thousands)
<S>                              <C>         <C>         <C>         <C>         <C>
Long-Term Debt                   $148,300    $      0    $      0    $148,300    $      0

Capital Lease Obligations           3,196         186         372         372       2,266

Operating Leases Obligations      101,976      10,562      18,601      15,895      56,918

Purchase Obligations  (a)             304         304           0           0           0

Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet under GAAP
excluding deferred tax
liabilities (b)                       598         200         200         198           0
                                      ---         ---         ---         ---           -
Total                            $254,374    $ 11,252     $19,173    $164,765    $ 59,184
                                 ========    ========     =======    ========    ========
----------
<FN>
(a)      We have not included i) any obligation that by its terms can be
         canceled on thirty days or less notice or ii) purchase orders for
         inventory.
(b)      Excludes deferred income and minority interest.
</FN>
</TABLE>

                                       18
<PAGE>

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


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

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

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

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



                                       19
<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

Independent Auditors' Report...............................................  F-2

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

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

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

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

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



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


None


ITEM 9A. CONTROLS AND PROCEDURES.

(a)  Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive  Officer and Chief Financial Officer have reviewed
and  evaluated  the  effectiveness  of the  Company's  disclosure  controls  and
procedures as defined in Rule 15d-15(e) of the  Securities  Exchange Act of 1934
("the  "Exchange  Act") as of  December  27,  2003.  Based on their  review  and
evaluation,  the Chief  Executive  Officer  and  Chief  Financial  Officer  have
concluded that, as of December 27, 2003, the Company's  disclosure  controls and
procedures were adequate and effective.  No significant  change in the Company's
internal  control over financial  reporting (as defined in Rule 15d-15(f) of the
Exchange Act) occurred  during the fourth fiscal quarter  covered by this annual
report in Form 10-K that has  materially  affected,  or is reasonably  likely to
materially affect, the Company's internal control over financial reporting.



                                       20
<PAGE>




                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


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

                           Age        Position

Richard B. Neff (1)         55        Co-Chairman of the Board of Directors and
                                      Chief Executive Officer

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

Jerold E. Glassman (1)      68        Director

Emil W. Solimine (2)        59        Director

Charles C. Carella (3)      70        Director

Jane Scaccetti (3)          49        Director

Michael S. Goldberg (2)     29        Director

Joseph R. DeSimone          64        Senior Vice President Distribution

Robert A. Zorn              49        Executive Vice President-Finance and
                                      Treasurer

Lawrence S. Grossman        42        Senior Vice President and Chief
                                      Financial Officer

Harlan Levine               42        Vice President, General Counsel
                                      and Secretary

George Conklin              43        Vice President of Logistics

Joseph Fantozzi             42        Senior Vice President and General Manager-
                                      White Rose(R)Dairy Division of Di Giorgio

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

John J. Zumba               66        Senior Vice President

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

                                       21
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       22
<PAGE>

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

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

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

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

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

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

AUDIT COMMITTEE FINANCIAL EXPERT

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

AUDIT COMMITTEE

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


CODE OF ETHICS

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



                                       23
<PAGE>



ITEM 11. EXECUTIVE COMPENSATION.

Compensation

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

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

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


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


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

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


Lawrence S. Grossman                     2003   $214,000   $ 72,000       --     $  3,000(3)
Senior Vice President and                2002   $202,000   $ 90,000       --     $  3,000(3)
Chief Financial Officer                  2001   $186,000   $ 90,000       --     $  2,550(3)
----------
<FN>
(1) Other annual  compensation  consists of interest and principal payments on a
loan payable,  grossed up for taxes,  which was used to purchase our stock.  The
loan's 2003 interest rate was 4.25% and it matures in 2005.  Certain  incidental
personal benefits to our executive officers may result from expenses incurred by
us in the  interest of  attracting  and  retaining  qualified  personnel.  These
incidental  personal benefits made available to executive officers during fiscal
years 2001, 2002, and 2003 are not described herein because our incremental cost
of the  benefits is below the  Securities  and  Exchange  Commission  disclosure
threshold.

                                       24
<PAGE>

(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."
</FN>
</TABLE>

Employment Agreements

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

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

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

Retirement Plan

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

All benefits under the Retirement Plan are funded by  contributions  made by us.
In general,  a participant's  retirement benefit consists of the sum of (a) with
respect to employment  on or after  September 1, 1990, an annual amount equal to
the participant's aggregate compensation (excluding income from the exercise of


                                       25
<PAGE>

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. Neff, $113,405;  Mr. Bokser $190,796;  Mr.
Zorn, $40,875; Mr. Fantozzi, $43,110; and Mr. Grossman, $34,313.

Retirement Savings Plan

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

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

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

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

A  participant  may withdraw  certain  amounts  credited to his account prior to
termination of employment. Certain withdrawals require financial hardship or


                                       26
<PAGE>

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 receive a quarterly  retainer of $6,250 plus
fees of $2,000 for  attendance  at meetings of the Board of Directors and $2,000
($1,000 prior to February 20, 2003) for Committee meetings.

Compensation Committee Interlocks and Insider Participation

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


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

                                          Shares of Common         Percentage of
     Name                                   Stock Owned                 Total

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

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

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

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

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



                                       27
<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


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

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

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

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

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



                                       28
<PAGE>


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

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

                                   2003                  2002
                                   ----                  ----

     Audit Fees                   $282,500              $267,000 (a)

     Audit-Related Fees            250,000 (c)           534,500 (b,c)

     Tax Fees                           --                    --

     All Other Fees                     --                    --
                                  --------              --------
     Total Fees                   $532,500              $801,500
                                  ========              ========

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


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

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



                                       29
<PAGE>


                                     PART IV

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

a.   Documents filed as part of this report.

     1.  Financial Statements

         Independent Auditors' Report....................................   F-2

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

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

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

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

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

     2.  Financial Statement Schedule

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

     3.  Exhibits

         A. Exhibits

         Exhibit No.                Exhibit

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

          3.1(2)    - Restated Certificate of Incorporation.

          3.2(2)    - Bylaws.

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

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

                                       30
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          10.17(14) - First Amendment dated February 3, 2004 executed in
                      connection with Restated Credit Agreement dated
                      November 15, 1999 among Di Giorgio Corporation as
                      Borrower, the financial institutions thereto, as Lenders,
                      BT Commercial Corporation as agent for the Lenders and
                      Deutsche Bank AG New York, as Issuing Bank.

                                       31
<PAGE>

          21(14)    - Subsidiaries of the Registrant.

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

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

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

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

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

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

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

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

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

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

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

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

                                       32
<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)      Filed herewith.

b.    Reports on Form 8-K


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


                                       33
<PAGE>


                                   SIGNATURES

   Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 9th day of
March, 2004.

DI GIORGIO CORPORATION                   DI GIORGIO CORPORATION



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

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

Signature                          Title                            Date

 /s/ Jerold E. Glassman           Director                      March 9, 2004
---------------------------
Jerold E. Glassman

 /s/ Emil W. Solimine             Director                      March 9, 2004
---------------------------
Emil W. Solimine

 /s/ Charles C. Carella           Director                      March 9, 2004
---------------------------
Charles C. Carella

 /s/ Jane Scaccetti               Director                      March 9, 2004
---------------------------
Jane Scaccetti

/s/ Michael S. Goldberg           Director                      March 9, 2004
-----------------------
Michael S. Goldberg

 /s/ Lawrence S. Grossman         Senior Vice President         March 9, 2004
-------------------------         and Chief Financial
Lawrence S. Grossman              Officer (Principal
                                  Financial & Accounting Officer)

                                       34

DI GIORGIO CORPORATION AND SUBSIDIARIES

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


                                                                            Page

INDEPENDENT AUDITORS' REPORT                                            F-2

FINANCIAL STATEMENTS FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER
  27, 2003:

   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

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

   Schedule II - Valuation and Qualifying Accounts                      S-1




                                      F-1
<PAGE>




INDEPENDENT AUDITORS' REPORT


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

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

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

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

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


/s/ Deloitte & Touche LLP

New York, New York


February 26, 2004



                                      F-2
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS DECEMBER 28, 2002 AND DECEMBER 27, 2003
(In thousands, except share data)
--------------------------------------------------------------------------------

                                                                      December 28,  December 27,
<S>                                                                     <C>         <C>
ASSETS                                                                   2002          2003
     CURRENT ASSETS:
       Cash and cash equivalents                                        $    629    $  1,637
       Accounts and notes receivable--Net                                109,471     109,738
       Inventories                                                        68,786      61,204
       Deferred income taxes                                               2,986       2,205
       Prepaid expenses                                                    4,928       3,606
                                                                         -------     -------
                Total current assets                                     186,800     178,390

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

     NOTES RECEIVABLE                                                      7,981      11,082

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

     OTHER ASSETS                                                         21,397      24,764

     GOODWILL                                                             68,893      68,893
                                                                         -------     -------
     TOTAL                                                              $298,464    $294,855
                                                                         =======     =======

     LIABILITIES AND STOCKHOLDERS' EQUITY

     CURRENT LIABILITIES:
       Revolving credit facility                                        $  2,693    $ 12,880
       Current installment--capital lease liability                           60          64
       Accounts payable--trade                                            77,833      59,166
       Accrued expenses                                                   31,440      30,652
                                                                         -------     -------
                Total current liabilities                                112,026     102,762

     LONG-TERM DEBT                                                      148,300     148,300

     CAPITAL LEASE LIABILITY                                               1,941       1,877

     OTHER LONG-TERM LIABILITIES                                           8,024       9,394

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

       Retained earnings                                                  20,171      24,520
                                                                         -------     -------
                 Total stockholders' equity                               28,173      32,522
                                                                         -------     -------
     TOTAL                                                              $298,464    $294,855
                                                                         =======     =======
</TABLE>


See notes to consolidated financial statements.


                                      F-3
<PAGE>


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

     COST OF PRODUCTS SOLD                                1,387,511        1,402,761        1,382,683
                                                        -----------      -----------      -----------

     GROSS PROFIT--Exclusive of warehouse
       expense shown separately below                       151,313          156,752          161,445

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

     OPERATING INCOME                                        35,669           36,188           37,397

     INTEREST EXPENSE                                        15,917           15,559           14,950

     AMORTIZATION--Deferred financing costs                     651              758              628

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

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

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

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


See notes to consolidated financial statements.


                                      F-4
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 2003
(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--
  January 30, 2000         78.116     $ -      76.869     $ -      $ 8,002      $ 6,205     $ 14,207

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

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

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

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

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

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

</TABLE>

See notes to consolidated financial statements.


                                      F-5
<PAGE>


DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 2003
(In thousands)
--------------------------------------------------------------------------------
                                                                 December 29, December 28, December 27,
                                                                    2001         2002         2003
<S>                                                                <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                       $ 12,095    $ 13,171    $ 14,349
  Adjustments to reconcile net income to net
    cash provided by operations:
    Depreciation                                                      2,332       2,341       2,239
    Amortization of deferred financing costs                            651         758         628
    Amortization of goodwill                                          2,425        --          --
    Other amortization                                                2,099       1,941       1,360
    Provision for doubtful accounts                                     500         500         500
    Actuarially calculated pension (income) expense                    (567)       (201)        885
    Deferred taxes                                                    1,966         104       1,961
    Changes in assets and liabilities:
      (Increase) decrease in:
        Accounts and notes receivable                               (19,721)     (7,683)       (767)
        Inventory                                                    (1,782)     (2,317)      7,582
        Prepaid expenses                                                (75)     (1,126)      1,322
        Other assets                                                 (1,905)       (320)     (5,399)
        Long-term notes receivables                                   5,326        (979)     (3,101)
      Increase (decrease) in:
          Accounts payable                                            1,265       1,905     (18,667)
          Accrued expenses and other liabilities                      2,667       2,175        (811)
                                                                   --------    --------    --------
           Net cash provided by operating activities                  7,276      10,269       2,081
                                                                   --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES--
  Additions to property, plant and equipment                         (1,949)     (3,261)     (1,200)
                                                                   --------    --------    --------
           Net cash used in investing activities                     (1,949)     (3,261)     (1,200)
                                                                   --------    --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Repayments) borrowings from revolving
    credit facility--net                                            (10,410)      2,693      10,187
  Proceeds from note participation sales                             10,509       1,878        --
  Repurchase of 10% senior notes                                       --        (6,700)       --
  Dividend to stockholders                                           (5,300)     (6,000)    (10,000)
  Repayments of capital lease obligations                               (63)        (57)        (60)
                                                                   --------    --------    --------
           Net cash (used in) provided by financing activities       (5,264)     (8,186)        127
                                                                   --------    --------    --------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                       63      (1,178)      1,008

CASH AND CASH EQUIVALENTS--
  Beginning of year                                                   1,744       1,807         629
                                                                   --------    --------    --------
 CASH AND CASH EQUIVALENTS--End of year                            $  1,807    $    629    $  1,637
                                                                   ========    ========    ========
</TABLE>

                                                                     (Continued)



                                      F-6
<PAGE>



DI GIORGIO CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 27, 2003
(In thousands)
-------------------------------------------------------------------------------
                                                                 December 29, December 28, December 27,
                                                                    2001         2002         2003
<S>                                                                <C>         <C>         <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid during the period:
    Interest                                                       $15,991     $15,617     $14,981
                                                                   ========    ========    =======
    Income taxes                                                   $ 7,200     $10,645     $ 8,425
                                                                   ========    ========    =======
</TABLE>
                                                                     (Concluded)

See notes to consolidated financial statements.


                                      F-7
<PAGE>


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


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

                                      F-8
<PAGE>

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

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

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

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

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

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

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

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

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


                                      F-9
<PAGE>


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

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

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

2. ACCOUNTS AND NOTES RECEIVABLE

      Accounts and notes receivable consist of the following:

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

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

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


                                      F-10
<PAGE>


3. PROPERTY, PLANT AND EQUIPMENT

      Property and equipment consist of the following:

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

         Land                                  --        $    900      $    900
         Buildings and improvements              10         4,897         5,095
         Machinery and equipment               3-10        19,454        19,798
         Less accumulated depreciation                    (16,495)      (17,967)
                                                         --------      --------
                                                            8,756         7,826
                                                         --------      --------

         Capital leases:
           Building and improvements                        3,117         3,117
           Equipment                                          370           380
           Less accumulated amortization                   (1,364)       (1,483)
                                                          --------      --------
                                                            2,123         2,014
                                                          --------      --------
                                                          $ 10,879      $  9,840
                                                          ========      ========

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

4. GOODWILL

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

                                                 Fifty-two Weeks Ended
                                        December 29, December 28,   December 27,
                                            2001        2002           2003
                                                  (In thousands)

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


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

                                      F-11
<PAGE>

5. FINANCING

      Debt consists of the following:

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

      Revolving credit facility (a)     4.00 %      $  2,693     $ 12,880
                                                    ========     ========

      Long-term debt:
        senior notes (b)                10.00 %     $148,300     $148,300
                                                    ========     ========

      (a)   Revolving Credit Facility--The Company's bank credit facility is
            scheduled to mature on February 1, 2007, and bears interest at a
            rate per annum equal to (at the Company's option): (i) the Euro
            Dollar Offering Rate plus 1.625% or (ii) the lead bank's prime rate.
            The interest rate shown is the bank prime rate. Given the low amount
            of borrowing, the Company elected not to use the Eurodollar option.
            During 2003 the average interest rate for the outstanding borrowing
            was 4.11%.

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

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

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

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

                           Year             Redemption Price

                           2003                  103.33%

                           2004                  101.67%

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

                                      F-12
<PAGE>

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

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

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

7. ACCRUED EXPENSES

      Accrued expenses consist of the following:

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

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

8. RETIREMENT

      a.    Pension Plans--The Company maintains a noncontributory defined
            benefit pension plan covering substantially all of its noncollective
            bargaining employees. The Company would make annual contributions if
            required to by the plan in accordance with the funding requirements
            of the Employee Retirement Income Security Act of 1974. Assets of


                                      F-13
<PAGE>

            the Company's pension plan are invested in Treasury notes, U.S.
            Government agency bonds, corporate bonds, money market funds, and
            other investments.

      The following table provides information for the pension plan:

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

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


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

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


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


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


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

                                      F-14
<PAGE>

      Net periodic benefit cost for the current year is based on assumptions for
      the prior year. For the fiscal years ended December 30, 2000, December 29,
      2001 and December 28, 2002, the following actuarial assumptions were used:

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

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

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

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

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

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

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



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


      Most of the plan assets are professionally managed with the directive from
      management to preserve capital. This is accomplished through investment in
      fixed income securities ranging from 1 to 10 years in maturity. Our
      investments primarily include Treasuries, Agencies, Corporates (rated A or
      better), and mortgage-backed securities. With interest rates near
      historical lows, the portfolios are positioned defensively against the
      possibility of an increase in interest rates. Strategically, the Company


                                      F-15
<PAGE>

      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.

      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
      operations was as follows:

      Year Ended                                 (In thousands)

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

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

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

      Year Ended                                  (In thousands)

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

9. OTHER LONG-TERM LIABILITIES

      Other long-term liabilities consist of the following:

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

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

10. COMMITMENTS AND CONTINGENCIES

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

                                      F-16
<PAGE>

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

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

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

                                                 Capital       Operating
      Fiscal Year Ending                          Leases        Leases
                                                     (In thousands)
      2004                                        $  186         $10,562
      2005                                           186           9,463
      2006                                           186           9,138
      2007                                           186           8,133
      2008                                           186           7,762
      Thereafter                                   2,266          56,918
                                                  ------         -------

      Net minimum lease payments                               $ 101,976
                                                               =========

      Less interest                               (1,255)
                                                  -------

      Present value of net minimum lease payments
      (including current installments of $60)     $1,941
                                                  ======

      Total rent expense included in operations was as follows:

      Year Ended                                  (In thousands)

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

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

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

      Employment Agreements--The Company has employment agreements with two key
      executives, which are scheduled to expire in April 2005. In addition, one
      employee has a termination agreement that provides for a six-month notice


                                      F-17
<PAGE>

      to terminate. Under these agreements, combined annual salaries of
      approximately $1.1 million were paid in fiscal 2003. In addition, the
      executives are entitled to additional compensation upon occurrence of
      certain events.

11. EQUITY

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

12. OTHER INCOME--NET

      Other income consists of the following:

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

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

                                         $3,775      $2,736      $3,240
                                         ======      ======      ======

13. INCOME TAXES

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

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

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

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

      Deferred tax liabilities:
        Pension asset valuation                               (7,364)    (8,549)
                                                             -------    -------

      Net deferred tax liabilities                           $(4,375)   $(6,336)
                                                             =======    =======

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

                                      F-18
<PAGE>

      The income tax provision consists of the following:
<TABLE>
<CAPTION>
                                                     December 29, December 28, December 27,
                                                        2001         2002         2003
                                                                  (In thousands)
      <S>                                               <C>         <C>         <C>
      Current income tax                                $ 8,815     $ 9,332     $ 8,751
      Deferred income tax                                 1,966         104       1,959
                                                        -------     -------     -------
                                                        $10,781      $9,436     $10,710
                                                        =======     =======     =======
</TABLE>

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

14. RELATED PARTY TRANSACTIONS

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

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

      We utilize Emar Group, Inc. ("Emar"), a risk management and insurance
      brokerage company controlled by Emil W. Solimine, one of our directors and
      a limited partner of Rose Partners, for risk management and insurance
      brokerage services. We paid Emar approximately $200,000 in fiscal 2003 for
      such services and purchased insurance with premiums of approximately $3.6
      million through Emar.

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

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

                                      F-19
<PAGE>


15. MAJOR CUSTOMERS

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

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

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

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

                                     ******

                                                                     Schedule II


DI GIORGIO CORPORATION AND SUBSIDIARIES

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

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

Allowance for doubtful accounts for the period ended:

December 29, 2001                       5,038     500      (282)(1)       5,256

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

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


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







                                      S-1