UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON D.C. 20549


                              FORM 10-Q

(Mark One)

(X)   QUARTERLY  REPORT  PURSUANT TO SECTION  13  OR  15(d)  OF  THE
      SECURITIES EXCHANGE ACT  OF  1934             (NO FEE REQUIRED)

      For the Quarter Ended March 31, 1999

                                 OR

(  )   TRANSITION  REPORT PURSUANT TO SECTION 13  or  15(d)  OF  THE
       SECURITIES EXCHANGE ACT  OF  1934            (NO FEE REQUIRED)

       For the transition period from                  to

Commission File No. 1-6442

                           ORANGE-CO, INC.
       (Exact name of registrant as specified in its charter)

                               FLORIDA
   (State or other jurisdiction of incorporation or organization)

                             59-0918547
                (IRS Employer Identification Number)
                                  
  2020 U.S. Highway 17 South, P. O. Box 2158, Bartow, Florida 33830
              (Address of principal executive offices)

                           (941) 533-0551
                    (Registrant's telephone no.)


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  XX  No

Number of shares outstanding of common stock, $.50 par value, as  of
May 14, 1999: 10,309,975 shares

                    
                                  -1-
                 

                  ORANGE-CO, INC. AND SUBSIDIARIES
                              FORM 10-Q
                          TABLE OF CONTENTS
                                                           PAGE
                                                           NO.
PART I.  FINANCIAL INFORMATION                             
     ITEM 1.  FINANCIAL STATEMENTS                         
                                                           
     Consolidated Balance Sheets                               3
      March 31, 1999 (unaudited) and September 30, 
      1998 (audited)
                                                           
     Consolidated Statements of Operations (unaudited)         4
      Six and Three Months ended March 31, 1999 and 1998   
                                                           
     Consolidated Statements of Cash Flows (unaudited)         5
      Six Months ended March 31, 1999 and 1998             
                                                           
     Notes to Consolidated Financial Statements (unaudited)    6-9
                                                           
     ITEM 2.                                               
                                                           
      Management's Discussion and Analysis of Results of 
       Operations and Financial Condition                      10-16
                                                           
PART II. OTHER INFORMATION                                 
                                                           
     ITEM 4.                                               
                                                           
     Submission of Matters to a Vote of Security Holders       17
                                                           
     ITEM 6.                                               
                                                           
     Exhibits and Reports on Form 8-K                          17
                                                           
SIGNATURES                                                     18

                                  -2-



<TABLE>
<CAPTION>
                    PART I. FINANCIAL INFORMATION
                                  
                    ITEM 1. FINANCIAL STATEMENTS
                  ORANGE-CO, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                           (in thousands)

                                          March 31,   September 30,
                                             1999         1998
ASSETS                                   (unaudited)   (audited)
<S>                                       <C>         <C>
Current assets:                                       
Cash and cash equivalents                 $    508     $    841
Receivables                                 12,209        8,621
Advances on fruit purchases                    185          879
Inventories                                 75,939       50,482
Deferred income tax                          2,663        2,476
Prepaid and other                              331           57
                                          ---------    ---------
     Total current assets                   91,835       63,356
                                          ---------    ---------
Property and equipment, net                126,100      126,992
                                          ---------    ---------
Other assets:                                         
Excess of cost over net assets of                     
 acquired Companies                         10,459       10,647
Notes receivable                             1,081        1,196
Other                                        7,048        6,171
                                          ---------    ---------
     Total other assets                     18,588       18,014
                                          ---------    ---------
     Total assets                         $236,523     $208,362
                                          =========    =========
                                                      
LIABILITIES AND STOCKHOLDERS' EQUITY                  
                                                      
Current liabilities:                                  
Note payable                              $  8,000     $    -
Current installments on long-term debt       3,711        3,753
Accounts payable                             6,781        5,697
Accrued liabilities                          7,733       11,690
                                          ---------    ---------
     Total current liabilities              26,225       21,140
Deferred income taxes                       23,362       23,129
Other liabilities                            1,665        1,502
Long-term debt                              76,168       54,901
                                          ---------    ---------
     Total liabilities                     127,420      100,672
                                          ---------    ---------
Stockholders' equity:                                 
 Preferred stock, $.10 par value,                     
  10,000,000 shares authorized; none issued    -            -
 Common stock, $.50 par value, 30,000,000             
  shares authorized; 10,349,399 issued       5,175        5,175
Capital in excess of par value              71,417       71,417
Retained earnings                           32,885       31,472
                                          ---------    ---------
                                           109,477      108,064
Less:                                                 
Treasury stock, at cost:  39,424 shares               
at March 31, 1999 and September 30, 1998      (374)        (374)
                                          ---------    ---------
     Total stockholders' equity            109,103      107,690
                                          ---------    ---------
     Total liabilities and stockholders'  
      equity                              $236,523     $208,362
                                          =========    =========
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                 -3-


<TABLE>
<CAPTION>
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE SIX AND THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                             (unaudited)
              (in thousands except for per share data)


                                             Six Months       Three Months
                                            1999    1998     1999     1998
<S>                                       <C>      <C>      <C>      <C>
Sales                                     $65,345  $57,516  $32,350  $31,807
Cost of sales                              57,746   59,041   29,764   32,296
                                          -------- -------- -------- --------
     Gross profit(loss)                     7,599   (1,525)   2,586     (489)
Other costs and expenses, net:                                
 Selling, general and administrative       (3,312)  (2,691)  (1,737)  (1,368)
 Gain(loss) on disposition of                                 
  property and equipment                      -        122      -        (14)
 Other                                        (85)    (264)     (56)    (223)
Interest                                   (1,884)  (1,590)  (1,039)    (859)
                                           ------- --------  ------- --------
Income(loss)before income taxes             2,318   (5,948)    (246)  (2,953)
Income tax expense(benefit)                   905   (2,089)     (84)  (1,054)  
                                           ------- --------  ------- --------  
Net income(loss)                           $1,413  $(3,859)  $ (162) $(1,899)
                                           ======= ========  ======= ========
Net income(loss) per common share,                            
 basic and diluted                         $  .14  $  (.37)  $ (.02)  $ (.18)
                                           ======= ========  =======  =======
Average number of common shares                                  
 outstanding, basic and diluted            10,310   10,310   10,310   10,310
                                           =======  =======  =======  =======
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                 -4-


<TABLE>
<CAPTION>
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE SIX MONTHS ENDED MARCH 31, 1999 AND 1998
                             (unaudited)
                           (in thousands)
  
                                                        1999       1998
                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:                
<S>                                                 <C>         <C>
Net income(loss)                                    $  1,413    $ (3,859)
                                                    ---------   ---------
 Adjustments to reconcile net income to net cash          
  provided by (used for) operating activities:
 Depreciation and amortization                         3,724       3,482
 Increase(decrease) in deferred income taxes              46      (2,089)
 (Gain) on disposition of property and               
  equipment and other                                    -          (122)
Change in assets & liabilities:                      
 (Increase) in receivables                            (3,588)     (5,681)
 Decrease in advances on fruit purchases                 694         214
 (Increase) in inventory                             (25,457)    (10,792)
 (Increase)decrease in prepaid and other                (274)        353
 Increase(decrease) in accounts payable and          
  accrued liabilities                                 (2,873)      6,339
Other, net                                               136         192
                                                    ---------   ---------
Total adjustments                                    (27,592)     (8,104)
                                                    ---------   --------- 
Net cash (used for) operating activities             (26,179)    (11,963)
                                                    ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:                
                                                     
Proceeds from sale of property & equipment                94         753
Decrease in note & mortgage receivables                  115          23
Additions to property & equipment                     (2,580)     (4,359)
(Increase)decrease in other assets                    (1,008)         65
                                                    ---------   ---------
Net cash (used for) investing activities              (3,379)     (3,518)
                                                    ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:                
                                                     
Issuance of treasury stock                               -             3
Proceeds from short-term debt                          8,000       5,000
Proceeds from long-term debt                          21,225      11,724
                                                    ---------   ---------
Net cash provided by financing activities             29,225      16,727
                                                    ---------   ---------
NET (DECREASE)INCREASE IN CASH AND CASH              
 EQUIVALENTS                                            (333)      1,246
                                                    ---------   ---------
CASH AND CASH EQUIVALENTS AT BEGINNING 
 OF PERIOD                                               841       1,009
                                                    ---------   ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD          $    508    $  2,255
                                                    =========   =========
</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                 -5-



                  ORANGE-CO, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (unaudited)
                                  
1.   MANAGEMENT'S OPINION

      The Consolidated Financial Statements include the accounts  of
Orange-co,  Inc. and Subsidiaries (the "Company"), after elimination
of material intercompany accounts and transactions.

       In  the  opinion  of  the  management  of  the  Company,  the
accompanying  financial  statements reflect adjustments,  consisting
only  of  normal  recurring adjustments unless otherwise  disclosed,
which  are  necessary  to  present fairly  the  financial  position,
results of operations and cash flows for the periods presented:

       .    Unaudited Consolidated Balance Sheet at March 31, 1999
       
       .    Audited Consolidated Balance Sheet at September 30, 1998
       
       .    Unaudited Consolidated Statements of Operations for the six and
            three month periods ended March 31, 1999 and 1998

       .    Unaudited Consolidated Statements of Cash Flows for the six
            month periods ended March 31, 1999 and 1998
         

2.   NOTES PAYABLE AND LONG-TERM DEBT

      As  of March 31, 1999, the Company had access to a $50 million
working capital credit facility payable in April 2001.  Accordingly,
the  balance  at  March 31, 1999 was classified as  long-term  debt.
This  facility  is  collateralized  by  substantially  all  of   the
Company's current assets.  The outstanding balance at March 31, 1999
was    approximately   $47,103,000   with   approximately   $497,000
additionally  available  to  be  borrowed  under  a  borrowing  base
calculation of this facility.  The interest rate on the facility  is
variable based upon the financial institution's cost of funds plus a
margin.

      Additionally,  as  of March 31, 1999 the  Company  had  a  $10
million  short-term capital revolving credit facility. As  of  March
31,  1999  the outstanding balance on this facility was $8  million.
The  interest  rate  on  this facility is variable  based  upon  the
financial institution's cost of funds plus a margin.

      At  March  31, 1999, the Company's outstanding long-term  debt
(including  the $47,103,000 balance on the working capital  line  of
credit  facility) was approximately $79,879,000, of which $3,711,000
matures  in  the  next  twelve months and the remainder  matures  at
various times over the subsequent ten years.

      Interest  paid, net of amounts capitalized, was  approximately
$1,902,000  and $1,623,000 for the six months ended March  31,  1999
and  1998,  respectively.   Interest capitalized  was  approximately
$225,000  and $249,000 for the six months ended March 31,  1999  and
1998, respectively.

      The  Company  is exposed to interest changes  primarily  as  a
result of its variable rate credit facility and its long-term, fixed-
rate  debt  used to finance the Company's activities.  The Company's
interest  rate risk management objective is to limit any unfavorable
impact  of interest rate changes on earnings and cash flows  and  to
lower  its overall borrowing costs.  To achieve its objectives,  the
Company  borrows at both fixed and variable rates on  its  long-term
debt and is currently a party to an interest rate swap agreement  on
a portion of its variable rate Credit Facility, which provides for a
fixed  rate of 5.07% per annum on a notional amount of $10  million.
The  interest  rate differential is reflected as  an  adjustment  to
interest expense over the life of the swaps.


                                 -6-


      The  following table represents information for  all  interest
rate  swaps  at  March  31,  1999.  The  notional  amount  does  not
necessarily   represent  amounts  exchanged  by  the  parties   and,
therefore,  is not a direct measure of the exposure of the  Company.
The  fair  value  approximates the cost to  settle  the  outstanding
contract.

Notional Amount     Fair Value      Carrying Value   Unrecognized Gain
                                                        
  $10,000,000        $95,800            $-0-             $95,800


      Certain mortgage agreements contain loan covenants.  At  March
31,  1999, the Company was out of compliance with one loan  covenant
related to its debt to equity ratio.  The Company received a  waiver
on  this  covenant for a period that in management's  judgment  will
allow  the Company to achieve compliance and, therefore, avoid early
repayment of this loan.  (See Management's Discussion and Analysis -
Liquidity and Capital Resources.)


3. INVENTORIES
<TABLE>
<CAPTION>
The  major  components of inventory are summarized  as  follows  (in
thousands):

                            March 31,      September 30,
                              1999             1998
<S>                         <C>              <C>
Finished goods              $63,193           $35,390
Fruit-on-tree inventory       9,856            11,099
Other                         2,890             3,993
                            -------           -------
Total                       $75,939           $50,482
                            =======           =======
</TABLE>

   As of March 31, 1999, the Company held futures contracts as hedge
positions  for frozen concentrated orange juice ("FCOJ").   The  net
futures  positions totaled approximately $11,223,000 with unrealized
losses  of approximately $1,422,000.  Exposure to off-balance  sheet
risk related to these positions results from market fluctuations  of
FCOJ futures prices relative to the Company's open positions.  As of
March  31,  1999  cash deposits with brokers totaled $1,956,000  and
vary with market price fluctuations.


4. OTHER

    Substantially all sales are to entities that market  citrus  and
citrus-related  products.  During the six and  three  month  periods
ended March 31, 1999, the Company had two customers who individually
accounted for approximately 18.4% and 17.8%, and 18.9% and 18.5%  of
total  sales for the respective periods.  During the six  and  three
month  periods  ended March 31, 1998, the Company had two  customers
who  individually accounted for approximately 19.5%  and  13.3%  and
17.0% and 13.7% of total sales for the respective periods.


                                 -7-


5. INCOME TAXES

    The provision for income taxes is calculated using the asset and
liability  method  prescribed by Statement of  Financial  Accounting
Standards  No.  109 "Accounting for Income Taxes" ("FAS  No.  109").
Under   this  method,  deferred  tax  assets  and  liabilities   are
recognized   for   the  future  tax  consequences  attributable   to
differences  between  the financial statement  carrying  amounts  of
existing  assets  and  liabilities and their respective  tax  bases.
Deferred  tax assets and liabilities are measured using enacted  tax
rates  expected  to apply to taxable income in the  years  in  which
those temporary differences are expected to be recovered or settled.
Under FAS No. 109, the effect on deferred tax assets and liabilities
of  a  change in tax rates or a deferred tax asset valuation reserve
is recognized in income in the period that includes the enactment or
revaluation date.
<TABLE>
<CAPTION>
    Income  tax expense(benefit) attributable to income for the  six
and  three  month periods ended March 31, 1999 and 1998 consists  of
the following (in thousands):

                                       Six Months         Three Months
                                     Ended March 31,    Ended March 31,
                                      1999     1998     1999      1998
<S>                                  <C>     <C>       <C>      <C>
Current:                                              
    Federal income tax              $  723  $   -      $  170   $   -
    State income tax                   136      -          21       -
                                    ------  --------   -------  --------
    Total                           $  859  $   -      $  191   $   -
                                    ------  --------   -------  --------
Deferred:                                             
    Federal income tax(benefit)     $   42  $(1,887)  $  (248)  $  (953)
    State income tax(benefit)            4     (202)      (27)     (101)
                                    ------  --------  --------  --------
    Total                           $   46  $(2,089)  $  (275)  $(1,054)
                                    ------  --------  --------  --------
Total provision for income
 tax(benefit)                       $  905  $(2,089)  $   (84)  $(1,054)
                                    ======  ========  ========  ========
</TABLE>

                                  -8-

<TABLE>
<CAPTION>

    Following  is  a  reconciliation  of  the  expected  income  tax
expense(benefit) computed at the U.S. Federal statutory rate of  34%
and  the actual income tax(benefit) provisions for the six and three
month periods ended March 31, 1999 and 1998 (in thousands):

                                         Six Months        Three Months
                                       Ended March 31,    Ended March 31,
                                       1999      1998     1999      1998
<S>                                  <C>     <C>          <C>
Expected income tax(benefit)          $ 788    $(2,022)    $ (84)  $(1,004)
Increase(decrease) resulting from:
     Permanent items and other           52         45         6       (15)
     State income taxes, net of                            
      Federal tax benefit                65       (112)       (6)      (35)
                                      -----    --------    ------   ------- 
     Total provision for income                               
      tax(benefit)                    $ 905   $(2,089)    $  (84)  $(1,054)
                                      =====   ========    =======  ========
</TABLE>


6.   APPLICATION OF ACCOUNTING STANDARDS

     In  June  1998 FASB issued SFAS No. 133 (SFAS 133), "Accounting
for  Derivative  Instruments  and  Hedging  Activities".   SFAS  133
requires  that an entity recognize all derivatives as either  assets
or  liabilities in the statement of financial position  and  measure
those  instruments  at  fair value.  Under the comprehensive  income
reporting  method  adopted  under SFAS 130 "Reporting  Comprehensive
Income",  gains or losses resulting from changes in  the  values  of
those derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting.   The  key
criterion for hedge accounting is that the hedging relationship must
be highly effective in achieving offsetting changes in fair value or
cash  flows.   SFAS 133 is effective for interim and annual  periods
beginning after June 15, 1999.  The Company is currently evaluating,
and has not yet determined, the effect that the adoption of SFAS 133
will have on its financial statements.

      The  Financial Accounting Standards Board recently issued SFAS
131,  "Disclosures  about  Segments of  an  Enterprise  and  Related
Information",  which  is  effective for the  Company's  fiscal  year
beginning October 1, 1998.  Under SFAS 131 the basis for determining
an enterprise's operating segments is the manner in which management
operates   the  businesses.   The  Company  plans  to  adopt   these
disclosures as of the end of the current fiscal year as provided for
in the application requirement of SFAS 131.


                                  -9-



                  ORANGE-CO, INC. AND SUBSIDIARIES
                           PART I - ITEM 2
               Management's Discussion and Analysis of
            Financial Condition and Results of Operations
                                  
Fiscal 1999 versus Fiscal 1998

     The  following  is  management's  discussion  and  analysis  of
significant  factors  which have affected the  Company's  operations
during  the  periods included.  It compares the Company's operations
for  the  six  and  three  month periods ended  March  31,  1999  to
operations for the six and three month periods ended March 31, 1998.

    The following table reflects changes in sales, cost of sales and
gross  profit  by  division and other changes in the  Statements  of
Operations through net income between the respective periods.


<TABLE>
<CAPTION>
    Six Months (YTD) and Three Months (QTR) Ended March 31, 1999
                               Versus
    Six Months (YTD) and Three Months (QTR) Ended March 31, 1998
                        Increases/(Decreases)
                           (in thousands)

                           Sales          Cost of Sales       Net Change
                                                              to Income
                       YTD       QTR      YTD       QTR      YTD        QTR
<S>                  <C>      <C>     <C>        <C>      <C>       <C>
Beverage Division    $8,324   $  694  $  (833)   $(2,501)  $ 9,157   $ 3,195
Grove Management 
 Division              (495)    (151)    (462)       (31)      (33)     (120) 
                     -------  ------- --------   --------  --------  --------
Total                $7,829   $  543  $(1,295)   $(2,532)    9,124     3,075
                     =======  ======= ========   ========  

Other costs and expenses net:                                    
 Selling, general and administrative . . . . . . . . . . .    (621)     (369)
 Gain on disposition of property and equipment . . . . . .    (122)       14
 Other . . . . . . . . . . . . . . . . . . . . . . . . . .     179       167
Interest . . . . . . . . . . . . . . . . . . . . . . . . .    (294)     (180)
                                                           --------  --------   
Income before income taxes . . . . . . . . . . . . . . . .   8,266     2,707
Income tax expense . . . . . . . . . . . . . . . . . . . .  (2,994)     (970)
                                                           --------  --------
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 5,272   $ 1,737
                                                           ========  ========
</TABLE>


                                SALES

    Sales  for the six and three month periods ended March 31,  1999
increased   approximately  $7,829,000  and   $543,000   respectively
compared  to  the  same  periods in the prior  year.   The  Beverage
Division accounted for the principal increases for the six and three
month periods, with increased sales of approximately $8,324,000  and
$694,000 respectively.  Grove Management Division sales decreased by
approximately  $495,000 and $151,000 for the current six  and  three
month periods compared to the same periods in the prior year.


                                 -10-



BEVERAGE  DIVISION   The  increase in  Beverage  Division  sales  of
approximately  $8,324,000 and $694,000 during the  current  six  and
three  month periods, respectively, compared to the same periods  in
the  prior  year resulted from numerous increases and  decreases  in
sales volume, prices, or combinations thereof.

    Of  this increase, revenues from the sale of the Company's  bulk
citrus juice products increased approximately $4,324,000 during  the
current  six  month period as a result of offsetting  increases  and
decreases.   Of  the increase during the current six  month  period,
approximately $11,153,000 was due to higher prices compared  to  the
same  period of the prior year.  Partially offsetting this  increase
during  the  current six month period, revenues from the  volume  of
bulk  citrus juice products sold decreased approximately $6,829,000.
This  decrease in sales volume was due primarily to unusually higher
shipments of bulk citrus products during the first six months of the
prior  year.   During the current three month period  sales  revenue
from   the   sale  of  bulk  citrus  juice  products  decreased   by
approximately $1,100,000 compared to the same period  of  the  prior
year.   Of  the  decrease  during the current  three  month  period,
approximately $5,040,000 was due to a decrease in the volume of bulk
citrus juice products sold compared to the same period of the  prior
year.   Offsetting  this decrease was an increase  of  approximately
$3,940,000 due to higher prices compared to the same period  of  the
prior year.

    As  the  Company entered the 1998-99 season, the  United  States
Department  of  Agriculture ("USDA") announced in  October  1998  an
estimated  Florida  orange crop approximately 190,000,000  boxes  of
round  oranges.   This estimate, if true, represents  a  significant
decrease from the 1997-98 actual crop of 244,000,000 boxes of  round
oranges  and  the  1996-97 actual crop of  226,200,000  boxes.   The
anticipation  of  a significant decrease in the  crop  has  had  the
effect  of  increasing prices throughout the first two  quarters  of
fiscal 1999.

    Sales  of the Company's packaged citrus juice products increased
approximately $4,359,000 and $2,113,000 during the current  six  and
three  month respective periods compared to the same periods in  the
prior  year.  These increases were due primarily to increased volume
of  packaged citrus juice products sold during the current  six  and
three  month  periods  of  approximately $4,581,000  and  $1,780,000
respectively.  Offsetting the increase during the six  month  period
was  a  decrease in prices which resulted in decreased  revenues  of
approximately  $222,000.   During the current  three  month  period,
increased prices resulted in an increase of revenue of approximately
$333,000 compared to the same period of the prior year.

    The  Company's non-orange packaged juices and drink base product
sales decreased approximately $91,000 and $51,000 during the current
six  and  three  month periods compared to the same periods  in  the
prior  year.   Decreased  prices  of these  products  accounted  for
decreased revenues of approximately $240,000 and $26,000 during the  
current six  and  three month periods respectively.  Offsetting the 
decrease during  the  current six month period was an  increase in  
volume  of approximately $149,000.  During the current three month  
period the volume  of products  sold decreased  by approximately 
$25,000 compared to the same period in the prior year.

    Revenues  from  the  sale of the Company's  citrus  by-products,
including feed, pulp cells, and citrus oils, decreased approximately
$256,000 and $186,000 during the current six and three month periods
respectively  compared  to  the same  periods  in  the  prior  year.
Revenues  from  by-products  decreased  approximately  $404,000  and
$484,000 during the current six and three month periods respectively
as  a  result  of  lower volumes of by-products  produced  and  sold
compared   to  the  same  periods  in  the  prior  year.   Partially
offsetting  these  decreases were increases in  the  prices  of  by-
products  sold  of  approximately $148,000 and $298,000  during  the
current  six  and three month periods respectively.  The combination
of decreased volumes and increased prices for by-products during the
current  periods  is primarily a result of the previously  mentioned
smaller crops for the current season.


                                 -11-


     Storage,  handling,  processing  citrus  for  customers   under
contract,  and  other revenues decreased approximately  $12,000  and
$82,000  during the current six and three month periods compared  to
the  same  periods  in  the prior year.  These  decreases  were  due
primarily  to  decreases in the volumes of these services  performed
during the current six and three month periods compared to the  same
periods in the prior year.

GROVE MANAGEMENT DIVISION  Grove Management Division sales decreased
approximately  $495,000 and $151,000 for the current six  and  three
month periods respectively compared to the same periods in the prior
year.  The principal decreases in revenues of approximately $671,000
and $248,000 during the current six and three month periods resulted
principally  from  a  reduction in harvesting and  grove  caretaking
services  performed.  However, partially offsetting these  decreases
were  increases  during the current six and three month  periods  in
revenues of approximately $176,000 and $97,000 primarily as a result
of  increases in the prices of fruit sold to third party packers and
processors.

                            GROSS PROFIT

    Gross  profit for the current six and three month periods  ended
March  31, 1999 increased approximately $9,124,000 and approximately
$3,075,000  compared  to the same periods in the  prior  year.   The
principal  increases  of  approximately  $9,157,000  and  $3,195,000
during  the  current  six and three month periods  occurred  in  the
Beverage  Division.  Gross profit for the Grove Management  Division
decreased  during the current six month and three month  periods  by
approximately $33,000 and approximately $120,000 respectively.

BEVERAGE  DIVISION  Gross profit of the Beverage Division  increased
approximately $9,157,000 and $3,195,000 during the current  six  and
three  month respective periods compared to the same periods in  the
prior  year  as  a  result  of  numerous  offsetting  increases  and
decreases  in  volumes, prices, costs of production and combinations
thereof.  The effects of these changes are quantified as follows.

    The  principal components were increases during the current  six
and  three month respective periods of approximately $9,264,000  and
$2,495,000  from  the sale of bulk citrus juice  products.   Of  the
increases  during  the current six month and three month  respective
periods, approximately $11,153,000 and $3,940,000 resulted from  the
previously   mentioned  increased  prices  for  bulk  citrus   juice
products.   Partially offsetting these increases were  decreases  in
gross  profit of approximately $1,889,000 and $1,445,000 during  the
current six and three month periods, principally due to higher  cost
of  raw  fruit and concentrate used in the production of bulk citrus
juice products sold compared to the same periods in the prior year.

    The  Company  utilizes the FCOJ futures market  to  hedge  fruit
inventory, anticipated requirements and sales commitments  of  FCOJ.
The effects of this hedging activity, if any, are reflected in sales
or  in  the  cost  of inventories and flow through the  Consolidated
Statements of Operations as the associated products are sold.  As of
March  31,  1999  the Company held contracts for FCOJ  futures  with
unrealized losses of approximately $1,422,000 which would have  been
realized if said positions had been prematurely liquidated  on  that
date.   These  unrealized losses are based upon the  closing  market
prices  of  equivalent futures obligations and  do  not  necessarily
represent  prices at which the Company expects to sell  or  purchase
the FCOJ.

                                 -12-


    The  table  below provides information about the Company's  FCOJ
futures  contracts,  that  are sensitive  to  changes  in  commodity
prices,  specifically  FCOJ prices.  The table  presents  the  total
dollar  contract amount by expected maturity dates. Contract amounts
are  used  to  calculate  the contractual payments  of  FCOJ  to  be
exchanged  under the futures contracts. Contractual cash flows  from
these  derivative  financial instruments, if executed  at  maturity,
would be as follows at March 31, 1999:

                                Contractual
                                Cash Flows
                             Inflows/(Outflows)       Maturity Date

FCOJ  Futures  (Net long)      $(11,223,000)       May - November 1999


    The  contractual cash flows from the derivatives are based  upon
the  execution  of  the  underlying futures  contracts  and  do  not
necessarily  represent actual cash flows when the futures  contracts
mature or otherwise terminate.

   Gross profit on sales of packaged citrus juice products decreased
approximately $903,000 and $23,000 during the current six and  three
month  respective periods compared to the same periods in the  prior
year.   Lower  prices during the current six month period  accounted
for decreases in gross profit of approximately $222,000 while higher
prices during the current three month period resulted in an increase
in gross profit of $333,000 compared to the same period in the prior
year.   Additionally, gross profit decreased approximately  $681,000
and  $356,000  during  the  current  six  and  three  month  periods
principally  as  a result of higher cost of production  of  packaged
citrus juices sold.

    Gross  profit from the sale of the Company's non-orange packaged
juices and drink base products increased approximately $815,000  and
$547,000 during the current six and three month periods compared  to
the  same  periods  in  the prior year.  Of  these  increases  lower
production  costs, primarily ingredients, resulted in  increases  in
gross  profit  of approximately $1,286,000 and $623,000  during  the
current periods.  Decreases in the volume of sales of these products
resulted in decreases in gross profit of approximately $231,000  and
$51,000.   Additionally, decreases during the current six and  three
month  periods  of  $240,000  and $25,000  resulted  from  decreased
prices.

   Gross profit from citrus by-products, including feed, pulp cells,
and  citrus  oils,  increased approximately  $355,000  and  $284,000
during  the current six and three month respective periods  compared
to   the  same  periods  in  the  prior  year.  Of  these  increases
approximately  $148,000 and $298,000 resulted  from  the  previously
mentioned  higher prices for by-products sold compared to  the  same
periods in the prior year.  Partially offsetting the increase in the
current  three  month  period  was a decrease  in  gross  profit  of
approximately  $14,000 due principally to higher  production  costs.
Additionally,  during  the  current six month  period  gross  profit
increased  approximately $207,000 due primarily to lower  production
costs as compared to the same period in the prior year.

    Gross  profit  from  storage,  handling,  and  other  activities
decreased  by approximately $24,000 and $108,000 during the  current
six  and  three  month  periods  respectively  principally  due   to
fluctuations  in the volume of these services provided  compared  to
the same periods in the prior year.

    During  the  current six month period gross profit decreased  by
approximately  $350,000  principally as  a  result  of  the  partial
settlement  of  an  insurance  claim  related  to  the  recovery  of
operating expenses in the first quarter of the prior year which were
incurred  as  a  result  of  an involuntary  conversion  of  certain
inventory.  In July 1997, a storm containing strong winds damaged  a
product  storage  warehouse  and  some  inventory.   There  was   no
comparable payment in the current period.


                                 -13-


GROVE  MANAGEMENT DIVISION  Grove Management Division  gross  profit
decreased approximately $33,000 and $120,000 during the current  six
and three month periods respectively compared to the same periods in
the prior year.  The primary decreases of approximately $212,000 and
$138,000  in  gross profit during the current six  and  three  month
periods  resulted from the combination of a reduction in the  volume
of  caretaking  and harvesting services along with higher  costs  to
provide   these  services.   However,  partially  offsetting   these
decreases  were increases in gross profit of approximately  $179,000
and $18,000 during the current six and three month periods resulting
from  an  increase in the price of fruit sold to third party packers
and processors.


            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling,   general   and  administrative   expenses   increased
approximately  $621,000 and $369,000 for the current six  and  three
month  respective periods compared to the same periods in the  prior
year.    Of   the   increase  in  the  current  six  month   period,
approximately $272,000 was due to an increase in salary and  benefit
costs,  and $349,000 resulted from an increase in other  costs.   In
the current three month period an increase of approximately $143,000
was  due  to an increase in salary and benefit costs and an increase
of approximately $226,000 resulted from an increase in other costs.


        GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT

    The  decreased gain on the disposition of property and equipment
of  approximately $122,000 for the six month period ending March 31,
1999  compared to the same period in the prior year was  principally
due  to  the  gain from insurance proceeds on damage to the  product
storage  warehouse  in  the  prior  year  for  which  there  was  no
comparable  event  in  the same period of  fiscal  year  1999.   The
decreased  loss  on  the disposition of property  and  equipment  of
approximately  $14,000 for the three month period ending  March  31,
1999  compared  to the same period of the prior year  resulted  from
differences  in  losses  on the sales of commercial  properties  not
utilized in citrus production or processing.


                            OTHER EXPENSE

    Other expense decreased approximately $179,000 and $167,000  for
the current six and three month periods respectively as compared  to
the  same  periods in the prior year.  The principal  component  for
both  periods  was  an increase in the provision  for  uncollectible
notes receivable in the prior year for which there was no comparable
activity in fiscal year 1999.


                          INTEREST EXPENSE

     Interest   expense   increased   approximately   $294,000   and
approximately  $180,000  during the  current  six  and  three  month
periods respectively compared to the same periods in the prior year.
The  primary  increases of approximately $332,000 and $257,000  were
due  to  an  increase in the average outstanding  debt.   Offsetting
these increases were decreases of approximately $82,000 and $154,000
for  the  current six and three month periods that resulted  from  a
decrease   in   interest   rates.    Additionally,   increases    of
approximately $25,000 and $28,000 during the current six  and  three
month  periods were due to decreases in capitalized interest.   Also
during the current six and three month periods, increases of $19,000
and  $49,000  were  due  to  changes in interest  income  and  other
interest charges.


                                  -14-


                   LIQUIDITY AND CAPITAL RESOURCES

    The  Company's  Bartow processing plant normally  operates  from
early  November  through late May or June.  While the  plant  is  in
operation,  the inventory of processed juice increases  to  a  level
which will cover anticipated sales until the following November when
the  plant  begins operation again.  The Company's  working  capital
credit  facility is generally utilized to finance these inventories.
Borrowings under this credit facility normally peak in late  May  or
June.   The  Company  began processing activities  for  the  1998-99
season in November.

    The  Company's  ability to generate cash adequate  to  meet  its
needs,  including  the  financing  of  its  inventories  and   trade
receivables,  has  been  supported  primarily  by  cash  flow   from
operations  and  periodic borrowings under its primary  $50  million
credit   facility.    This  facility  is  principally   secured   by
substantially all of the Company's current assets.  The  outstanding
balance  at  March  31,  1999  was  approximately  $47,103,000   and
approximately $497,000 of additional borrowings were available under
a borrowing base calculation of this facility.  The interest rate is
variable based upon the financial institution's cost of funds plus a
margin.   The  terms  of  the agreement call for  repayment  of  the
principal  amount  in April 2001; accordingly, it is  classified  as
long-term  debt.   The Company anticipates that the working  capital
facility  will  be  adequately  serviced  with  cash  proceeds  from
operations.

    Additionally, as of March 31, 1999 the Company had a $10 million
short-term capital revolving credit facility.  As of March 31,  1999
the  outstanding  balance  on this facility  was  $8  million.   The
interest  rate on this facility is variable based upon the financial
institution's cost of funds plus a margin.

    Current  assets increased approximately $28,479,000 as of  March
31, 1999 compared to September 30, 1998.  The principal component of
this was an increase in inventories of approximately $25,457,000  in
the  first  six  months  of the current year  due  to  the  seasonal
accumulation  of  inventories.   The Company's  accounts  receivable
balance  increased approximately $3,588,000 during  the  six  months
ending March 31, 1999.  Offsetting these increases was a decrease in
cash  and cash equivalents of approximately $333,000.  Additionally,
advances on fruit purchases decreased approximately $694,000 as  the
Company  began  processing the purchased fruit and collecting  these
advances.

   Current liabilities increased approximately $5,085,000 during the
first  six  months  of fiscal 1999 compared to September  30,  1998.
This  increase was due principally to an increase in a note  payable
of  approximately  $8,000,000.   Also,  accounts  payable  increased
approximately $1,084,000.  Offsetting these increases were decreases
of  $42,000 and $3,957,000 in the current portion of long-term  debt
and accrued liabilities, respectively.

    At  March 31, 1999 the Company's outstanding long-term debt  was
approximately $76,168,000 which includes the working capital facility  
of approximately $47,103,000.  In addition,  current installments  of
long-term  debt  were approximately $3,711,000  with  the  remaining
amounts  due  on various dates over the subsequent ten  years.   The
Company  anticipates that amounts due over the  next  twelve  months
will  be  paid out of working capital or will be refinanced  through
extending current mortgages.  At March 31, 1999 the Company was  out
of  compliance  with a loan covenant related to the debt  to  equity
ratio  as  a  result of high seasonal working capital  requirements.
The  lender  has  waived these requirements for a  period  that,  in
management's judgment, will allow the Company to achieve  compliance
and,  therefore,  avoid  early repayment of this  loan.   Management
believes its relationships with its lenders are good.

    During  the first six months of the current fiscal year, capital
expenditures   of   approximately  $125,000  were   made   for   the
installation  of new irrigation systems on 2,265 acres  of  Company-
owned  groves.   Also, the cost of caring for newly  planted  citrus
trees in the amount of approximately $1,111,000 were capitalized and
expenditures   of  approximately  $494,000  were  made   for   grove
operations  equipment.  Additionally, expenditures of  approximately
$515,000 were made 


                                 -15-

during the same period primarily for the  purpose
of improving the efficiency of the Bartow processing facility.  Also
during  the  current six month period, expenditures of approximately
$335,000  were  made  to  support the  Company's  juice  and  coffee
dispenser programs.  The Company anticipates that these improvements
will  be  financed  principally by working capital  or  by  securing
additional funds under existing mortgages.


                      OTHER SIGNIFICANT EVENTS

    In  October  1998  the United States Department  of  Agriculture
("USDA")   announced  a  Florida  crop  estimate  of   approximately
190,000,000 boxes of round oranges for the 1998-99 season, which, if
true, would be a significant decrease from the 1997-98 Florida  crop
of  244,000,000 boxes.   This estimate was most recently revised  in
May 1999 to approximately 188,000,000 boxes.

      The  inability  of  computers, software  and  other  equipment
utilizing  microprocessors to recognize and  properly  process  date
fields  containing a two-digit year is commonly referred to  as  the
Year  2000  Compliance  issue.  As the year  2000  approaches,  such
systems  may  be  unable  to accurately process  certain  date-based
information.

   During  the  past four fiscal years, the Company has been  making
capital  expenditures to improve and update its computer systems  to
enhance  the  efficiency  of its production, processing,  marketing,
sales  and  management  systems. It has concurrently  addressed  the
"Year 2000" issue.  Management believes that the new systems will be
completed  in fiscal 1999 and that the Company's systems  will  then
also be in compliance with "Year 2000" issues.  While the Company is
communicating with certain key suppliers and customers to  determine
their  Year  2000  readiness, there can be  no  assurance  that  the
failure of such third parties to adequately address their respective
Year  2000  issues will not have a material adverse  effect  on  the
Company's business, financial condition and results of operations.
     
     The  total  cost  to the Company of these Year 2000  Compliance
activities  has  not been estimated since they have  been  addressed
concurrently  with the computer updating effort which  has  been  in
process  for  four  years. It is, therefore, not  considered  to  be
material   to  the  Company's  financial  position  or  results   of
operations in any given year.  These costs and the date on which the
Company  plans  to complete the Year 2000 modification  and  testing
processes  are  based  on management's best  estimates,  which  were
derived  utilizing numerous assumptions of future events,  including
the   continued  availability  of  certain  resources,   third-party
modification  plans and other factors.  However,  there  can  be  no
guarantee that these estimates will be achieved, and actual  results
could differ from those plans.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company engages in the use of FCOJ futures and interest
rate swaps for other than trading purposes.  For information 
about the market risk associated with FCOJ futures see "Management's
Discussion and Analysis - Gross Profit" and "Notes to the Consolidated
Financial Statements - Note 3".  For information about market risk on
the Company's interest rate swap see Notes to the Consolidated
Financial Statements - Note 2".


                                 -16-



                      PART II.  OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
<TABLE>
<CAPTION>
    At  the Annual Meeting of Stockholders on February 18, 1999, the
stockholders of the Company elected directors.  The results of these
votes were as follows:

 DIRECTOR NOMINEES          FOR           AUTHORITY
                                          WITHHELD
<S>                     <C>               <C>
Richard A. Coonrod       8,725,089         55,650
Paul E. Coury, MD        8,725,367         55,372
Ben Hill Griffin, III    8,726,466         54,273
George W. Harris, Jr.    8,727,588         53,151
Dr. W. Bernard Lester    8,727,598         53,141
Bobby F. McKown          8,727,598         53,141
Gene Mooney              8,727,598         53,141
C. B. Myers, Jr.         8,725,381         55,358
Thomas H. Taylor         8,727,588         53,151
</TABLE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.  Exhibit                  EXHIBIT                     Page
      No.                                                 No.
                                                        
   10.32      Eighth  Amendment to Loan  Agreement  By    19
              and Among Orange-co, Inc., Orange-co  of
              Florida, Inc. and SunTrust Bank, Central
              Florida,  National  Association,   dated
              March 8, 1999.
                                                        
   10.33      Ninth Amendment to Loan Agreement By and    25
              Among  Orange-co,  Inc.,  Orange-co   of
              Florida, Inc. and SunTrust Bank, Central
              Florida,  National  Association,   dated
              April 30, 1999.
                                                        
   27         Financial   Data  Schedule   (Electronic  
              Filing Only)

   99.4       Orange-co, Inc. 1998 Incentive Equity
              Plan dated February 18, 1999.               32


   B.    Reports on Form 8-K:  None


                                 -17-



                             SIGNATURES

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

                                  ORANGE-CO, INC.
                                  (Registrant)

   Date: May 17, 1999          By: /s/Gene Mooney
                                  ------------------------
                                  Gene Mooney
                                  President and
                                  Chief Operating Officer





   Date: May 17, 1999          By: /s/Dale A. Bruwelheide
                                   ---------------------------
                                  Dale A. Bruwelheide
                                  Vice President and
                                  Chief Financial Officer, and
                                  Principal Accounting Officer
                                  
                                  
                                  -18-