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, 1998

                                 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, 1998: 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
      March 31, 1998 (unaudited) and September 30, 1997 (audited)       3
                                                           
     Consolidated Statements of Operations (unaudited)        
      Six and Three Months ended March 31, 1998 and 1997                4
                                                           
     Consolidated Statements of Cash Flows (unaudited)          
      Six Months ended March 31, 1998 and 1997                          5
                                                           
     Notes to Consolidated Financial Statements (unaudited)           6-9
                                                           
     ITEM 2.                                               
                                                           
     Management's Discussion and Analysis of Results of 
      Operations and Financial Condition                            10-15
                                                           
                                                           
PART II. OTHER INFORMATION                                 
                                                           
     ITEM 4.                                               
                                                           
     Submission of Matters to a Vote of Security Holders               16
                                                           
     ITEM 6.                                               
                                                           
     Exhibits and Reports on Form 8-K                                  16
                                                           
SIGNATURES                                                             16

                                 -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
                                             1998         1997
ASSETS                                    (unaudited)  (audited)
<S>                                       <C>         <C>
Current assets:                                       
Cash and cash equivalents                 $  2,255     $  1,009
Receivables                                 14,122        8,441
Advances on fruit purchases                    237          451
Inventories                                 57,881       47,089
Deferred income tax                          3,763        2,398
Prepaid and other                              330          683
                                          ---------    ---------
     Total current assets                   78,588       60,071
                                          ---------    ---------
Property and equipment, net                123,800      123,271
                                          ---------    ---------
Other assets:                                         
Excess of cost over net assets of                     
 acquired companies                         10,836       11,024
Notes receivable                             1,435        1,458
Other                                        5,217        5,305
                                          ---------    ---------
     Total other assets                     17,488       17,787
                                          ---------    ---------
     Total assets                         $219,876     $201,129
                                          =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY                  
                                                      
Current liabilities:                                  
Note payable                              $  5,000     $    -
Current installments on long-term debt       6,858        7,276
Accounts payable                             9,241        4,113
Accrued liabilities                         10,365        9,154
                                          ---------    ---------
     Total current liabilities              31,464       20,543
Deferred income taxes                       22,952       23,676
Other liabilities                            1,309        1,046
Long-term debt                              58,907       46,764
                                          ---------    ---------
     Total liabilities                     114,632       92,029
                                          ---------    ---------
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                           29,026       32,887
                                          ---------    ---------
                                           105,618      109,479
Less:                                                 
Treasury stock, at cost:  39,424 shares               
at March 31, 1998 and 39,924 shares at      
September 30, 1997                            (374)        (379)
                                          ---------    ---------
     Total stockholders' equity            105,244      109,100
                                          ---------    ---------
     Total liabilities and
     stockholders' equity                 $219,876     $201,129
                                          =========    =========
</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, 1998 AND 1997
                             (unaudited)
              (in thousands except for per share data)


                                           Six Months       Three Months
                                          1998    1997     1998     1997
<S>                                     <C>      <C>      <C>      <C>
Sales                                   $57,516  $57,578  $31,807  $29,154
Cost of sales                            59,041   50,117   32,296   26,404
                                        -------- -------- -------- -------- 
     Gross profit(loss)                  (1,525)   7,461     (489)   2,750
                                  
Other costs and expenses, net:                                
 Selling, general and administrative     (2,691)  (3,319)  (1,368)  (1,618)
 Gain(loss) on disposition of property                             
  and equipment                             122      (18)     (14)     (18)
 Other                                     (264)     (56)    (223)     (46)
Interest                                 (1,590)  (1,189)    (859)    (649)
                                        -------- -------- -------- --------
Income(loss) before income taxes         (5,948)   2,879   (2,953)     419
                                 
Income tax expense(benefit)              (2,089)   1,065   (1,054)     143
                                        --------  ------- -------- --------                    
Net income(loss)                        $(3,859)  $1,814  $(1,899) $   276
                                        ========  ======= ======== ========                      
Net income(loss) per common and                               
 common equivalent shares               $  (.37)  $  .18  $  (.18) $   .03
                                        ========  ======= ======== ========                      
Average number of common and                                  
 common equivalent shares outstanding    10,310   10,305   10,310   10,307
                                        ========  ======= ======== ========                      
</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, 1998 AND 1997
                             (unaudited)
                           (in thousands)

                                              1998     1997
CASH FLOWS FROM OPERATING ACTIVITIES:                
<S>                                         <C>      <C>
Net income(loss)                            $(3,859) $ 1,814
 Adjustments to reconcile net income          
  to net cash provided by (used for)
  operating activities:
 Depreciation and amortization                3,482    2,793
 Increase(decrease) in deferred       
  income taxes                               (2,089)     280
 (Gain)loss on disposition of property,           
  equipment and other                          (122)      18
Change in assets & liabilities:                      
 (Increase)decrease in receivables           (5,681)   6,093
 Decrease in advances on fruit purchases        214      544
 (Increase) in inventory                    (10,792) (15,720)
 (Increase)decrease in prepaid and other        353     (275)
 Increase(decrease) in accounts payable and          
  accrued liabilities                         6,339   (7,228)
Other, net                                      192      115
                                            --------  -------
Total adjustments                            (8,104) (13,380)
                                            -------- --------
Net cash (used for) operating activities    (11,963) (11,566)
                                            -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:                      
                                                     
Proceeds from sale of property & equipment      753        8
Decrease in note & mortgage receivables          23      166
Additions to property & equipment            (4,359)  (5,197)
(Increase)decrease in other assets               65     (451)
                                            -------- --------
Net cash (used for) investing activities     (3,518)  (5,474)
                                            -------- --------             
CASH FLOWS FROM FINANCING ACTIVITIES:                
                                                     
Issuance of treasury stock                        3       38
Payment of cash dividends                         -   (1,031)
Proceeds from short-term debt                 5,000    1,008
Proceeds from long-term debt                 11,724   16,557
                                            -------- --------
Net cash provided by financing activities    16,727   16,572
                                            -------- --------         
NET INCREASE(DECREASE) IN CASH AND CASH              
  EQUIVALENTS                                 1,246     (468)
                                            -------- --------         
CASH AND CASH EQUIVALENTS AT BEGINNING OF            
  PERIOD                                      1,009    1,508
                                            -------- --------         
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $ 2,255  $ 1,040
                                            ======== ========         
</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, 1998
       
       .    Audited Consolidated Balance Sheet at September 30, 1997
       
       .    Unaudited Consolidated Statements of Operations for the six and
            three month periods ended March 31, 1998 and 1997

       .    Unaudited Consolidated Statements of Cash Flows for the six
            month periods ended March 31, 1998 and 1997
         
2.   NOTES PAYABLE AND LONG-TERM DEBT

     As of March 31, 1998, the Company had access to a $45 million
working capital credit facility payable in April 2000.  Accordingly,
the balance at March 31, 1998 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, 1998
was approximately $41,938,000.  The interest rate on the facility is
variable based upon the financial institution's cost of funds plus a
margin.  Approximately $2,462,000 was additionally available to be
borrowed under this facility.

     Additionally, as of March 31, 1998 the Company had a
$10,000,000 short-term capital revolving credit facility. As of
March 31, 1998 the outstanding balance on this facility was
$5,000,000.  The interest rate on this facility is variable based
upon the financial institution's cost of funds plus a margin.

     At March 31, 1998, the Company's outstanding long-term debt
(including the $41,938,000 balance on the working capital line of
credit facility) was approximately $65,765,000, of which $6,858,000
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
$1,623,000 and $1,177,000 for the six months ended March 31, 1998
and 1997, respectively.  Interest capitalized was approximately
$249,000 and $425,000 for the six months ended March 31, 1998 and
1997, respectively.

     Certain mortgage agreements contain loan covenants.  At March
31, 1998, the Company was out of compliance with loan covenants
related to debt service coverage and debt to equity ratios.  (See
Management's Discussion and Analysis - Liquidity and Capital
Resources.)


                                 -6-



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

                           March 31,  September 30,
                             1998         1997
<S>                        <C>          <C>
Finished goods              $47,032     $32,095
Fruit-on-tree inventory       8,215      10,514
Other                         2,634       4,480
                            -------     -------
Total                       $57,881     $47,089
                            =======     =======
</TABLE>

   As of March 31, 1998, the Company held futures contracts as hedge
positions for frozen concentrated orange juice ("FCOJ").  The net futures
positions totaled approximately $25,016,000 with unrealized losses
of approximately $1,078,000.  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, 1998 deposits with brokers totaled $827,000.

4. OTHER

   The Company operates in one industry segment, "Citrus".
Substantially all sales are to entities that market citrus and
citrus-related products.

   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.  During the six and three month periods
ended March 31, 1997, the Company had two customers who individually
accounted for approximately 18.9% and 14.7% and 17.9% and 13.6% of
total sales for the respective periods.

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.


                                 -7-


<TABLE>
<CAPTION>
   Income tax expense(benefit) attributable to income for the six
and three month periods ended March 31, 1998 and 1997 consists of
the following (in thousands):

                                          Six Months           Three Months
                                        Ended March 31,      Ended March 31,
                                         1998      1997          1998    1997
<S>                                     <C>       <C>          <C>      <C>
Current:                                             
    Federal income tax(benefit)         $   -     $  658       $   -    $(165)
    State income tax(benefit)               -        127           -       30
                                        ------- ---------     -------  -------
    Total                               $   -     $  785      $   -    $ (135)
                                        ------- ---------     -------  -------
Deferred:                                            
    Federal income tax(benefit)         $(1,887)  $  294       $ (953)  $ 293
    State income tax(benefit)              (202)     (14)        (101)    (15)
                                        --------  -------      -------  ------
    Total                               $(2,089)  $  280      $(1,054)  $ 278
                                        --------  -------     --------  ------
Total provision for income             
 tax(benefit)                           $(2,089)  $1,065      $(1,054)  $ 143
                                        ========  =======     ========  ======
</TABLE>
<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, 1998 and 1997 (in thousands):

                                         Six Months        Three Months
                                       Ended March 31,   Ended March 31,
                                        1998      1997    1998       1997
<S>                                    <C>       <C>       <C>        <C>
Expected income tax(benefit)           $(2,022)  $  979    $(1,004)   $  143
Increase(decrease) resulting from:
     Permanent items and other              45       12        (15)      (41)
     State income tax and other,                                 
       net of federal tax benefit         (112)      74        (35)       41
                                       --------  -------   --------   -------
     Total provision for income                                
      tax(benefit)                     $(2,089)  $1,065    $(1,054)   $  143
                                       ========  =======   ========   =======
</TABLE>

                                 -8-



6. CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
   The following table reflects the changes in Stockholders' Equity
since September 30, 1997 as a result of net income, dividends paid,
and treasury stock transactions (in thousands):

                                        
                                            Treasury           
                  September 30,               Stock      March 31, 
                      1997     Net Income    Issued        1998
<S>                <C>          <C>          <C>        <C>
Common stock       $  5,175     $  -         $ -        $  5,175
Capital in excess                                     
 of par value        71,417        -           -          71,417
Retained earnings    32,887      (3,859)      (2)         29,026
Treasury stock         (379)       -           5            (374)
                   ---------    --------     ----       ---------
Total stockholders'
 equity            $109,100     $(3,859)     $ 3        $105,244
                   =========    ========     ====       =========
</TABLE>



7.   APPLICATION OF ACCOUNTING STANDARDS

   Effective for interim and annual financial statements for fiscal
periods ending after December 15, 1997, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting
Standards No. 128 "Earnings Per Share" (SFAS 128).  SFAS 128
requires the calculation of the Basic Earnings per Share and the
Diluted Earnings per Share.  The Company adopted SFAS 128 for its
first quarter of fiscal 1998 ended December 31, 1997, the effect of
which was immaterial.
   
   Additionally, the Company adopted SFAS 129 "Disclosure of
Information about Capital Structure".  The effect of adopting SFAS
129 was immaterial.


                                 -9-



                  ORANGE-CO, INC. AND SUBSIDIARIES
                           PART I - ITEM 2
               Management's Discussion and Analysis of
            Financial Condition and Results of Operations
                                  
Fiscal 1998 versus Fiscal 1997

   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, 1998 to
operations for the six and three month periods ended March 31, 1997.

   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, 1998
                               Versus
    Six Months (YTD) and Three Months (QTR) Ended March 31, 1997
                        Increases/(Decreases)
                           (in thousands)

                                             Cost of         Net Change to
                                Sales         Sales              Income
                             YTD    QTR     YTD    QTR       YTD        QTR

<S>                         <C>    <C>     <C>    <C>      <C>       <C>
Beverage Division           $  7  $2,706  $8,843  $6,023   $(8,836)  $(3,317)
Grove Management Division    (69)    (53)     81    (131)     (150)       78
                            ----- ------- ------  -------  --------  --------
Total                       $(62) $2,653  $8,924  $5,892    (8,986)   (3,239)
                            ===== ======= ======  =======                
Other costs and expenses net:                                 
 Selling, general and administrative                           628       250
 Gain on disposition of property and equipment                 140         4
 Other                                                        (208)     (177)
Interest                                                      (401)     (210)
                                                           --------  -------- 
Income before income taxes                                  (8,827)   (3,372)
Income tax expense                                           3,154     1,197
                                                           --------  --------
Net income                                                 $(5,673)  $(2,175)
                                                           ========  ========   
</TABLE>


SALES

   Sales for the six and three month periods ended March 31, 1998
decreased approximately $62,000 or 0.1% and increased approximately
$2,653,000 or 9.1%, 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 $7,000 and $2,706,000 respectively.  Grove Management 
Division sales decreased by approximately $69,000 and $53,000 for the 
current six and three month periods compared to the same periods in the
prior year.

BEVERAGE DIVISION     The Beverage Division sales increased
approximately $7,000 and $2,706,000 or 9.8% in the current six and
three month respective periods compared to the same periods in the
prior year.  Of these increases, revenues from the sale of the
Company's bulk citrus juice products increased approximately
$2,193,000 and $3,828,000 during the current six month and three
month period as a result of offsetting increases and decreases.  As
part of the increase during the current six and three month period,
revenues from the volume of bulk citrus juice 


                                  -10-


products sold increased approximately $12,215,000 and $6,365,000 
respectively. These increases in sales volumes were due primarily 
to an improving sales program for bulk citrus juice products.  
Partially offsetting these increases in volume during the current 
periods were decreased prices for bulk citrus juice products of 
approximately $10,022,000 and $2,537,000 compared to the same periods 
in the prior year.

   As the Company entered the 1997-98 season, the United States
Department of Agriculture ("USDA") announced in October 1997 a
significantly increased crop estimate of approximately 254,000,000
boxes of round oranges.  This estimate, revised to 248,000,000 boxes 
in April 1998, if true, represents a significant increase from the 
1996-97 crop of 226,200,000 boxes of round oranges and the 1995-96 
crop of 203,300,000 boxes.  The anticipation of a second consecutive 
significant increase in the crop has had a deflating effect on prices 
throughout the first two quarters of fiscal 1998.

   Sales of the Company's packaged citrus juice products sold
decreased approximately $1,007,000 and $532,000 during the current
six and three month periods compared to the same periods in the
prior year.  Contributing to these decreases were reductions in the
prices of packaged citrus juice products sold during the current six
and three month periods of approximately $1,051,000 and $610,000
respectively.  However, partially offsetting these decreases were
increases in volumes which resulted in increased revenues of
approximately $44,000 and $78,000 during the current six and three
month periods.

   The Company's non-orange packaged juices and drink base product
sales increased approximately $227,000 and $111,000 during the
current six and three month periods compared to the same periods in
the prior year.  Increases in the volume of sales of these products
accounted for increases of approximately $342,000 and $168,000
during the current six and three month periods.  Price decreases
resulted in decreased revenues of approximately $115,000 and $57,000
on these products during the current six and three month periods.

   Revenues from the sale of the Company's citrus by-products,
including feed, pulp cells, and citrus oils, decreased approximately
$309,000 and $37,000 during the current six and three month periods
compared to the same periods in the prior year.  Revenues from by-
products decreased approximately $1,395,000 and $920,000 during the
current six and three month periods as a result of lower prices for
by-products sold compared to the same periods in the prior year.
Partially offsetting these decreases were increases in the volumes
of by-products produced and sold of approximately $1,086,000 and
$883,000 during the current six and three month periods.  The
combination of decreased prices and increased volumes for by-
products during the current periods is primarily a result of the
previously mentioned larger crops for the past two seasons.

   Storage, handling, processing citrus for customers under
contract, and other revenues decreased approximately $1,097,000 and
$664,000 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 $69,000 or 2.3% and $53,000 or 3.3% for the current
six and three month periods compared to the same periods in the
prior year.  The principal decreases in revenues of approximately
$177,000 and $126,000 during the current six and three month periods
resulted from a reduction in fruit sold to third party packers and
processors.  However, partially offsetting these decreases were
increases during the current six and three month periods in revenues
of approximately $108,000 and $73,000 as a result of increases in
the volume of harvesting services performed.


                                 -11-



GROSS PROFIT

   Gross profit for the current six and three month periods ended
March 31, 1998 decreased approximately $8,986,000 or 120% and
approximately $3,239,000 or 118% compared to the same periods in the
prior year.  The principal decreases of approximately $8,836,000 and
$3,317,000 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 period by
approximately $150,000 and increased approximately $78,000 during
the current three month period compared to the same periods in the
prior year.

BEVERAGE DIVISION  Gross profit of the Beverage Division decreased
approximately $8,836,000 and $3,317,000 during the current six and
three month respective periods compared to the same periods in the
prior year.  Contributing to the decrease in gross profit were
decreases during the current six and three month respective periods
of approximately $5,571,000 and $1,313,000 from the sale of bulk
citrus juice products.  Of the decreases during the current six
month and three month respective periods, approximately $10,022,000
and $2,536,000 resulted from the previously mentioned decreased
prices for bulk citrus juice products.  Partially offsetting these
decreases were increases in gross profit of approximately $3,714,000
and $1,223,000 during the current six and three month periods
principally due to lower 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.  Additionally, during the current
six month period gross profit increased approximately $737,000
primarily due to an increase in the volume of these products sold
during the current period.

   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, flow through the
Consolidated Statements of Operations as the associated products are
sold.  As of March 31, 1998 the Company held contracts for FCOJ
futures with unrealized losses of approximately $1,078,000 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
the FCOJ.

   Gross profit on sales of packaged citrus juice products decreased
approximately $1,298,000 and $840,000 during the current six and
three month respective periods compared to the same periods in the
prior year.  Lower prices during the current six and three month
periods accounted for decreases in gross profit of approximately
$1,051,000 and $610,000 respectively.  Additionally, gross profit
decreased approximately $247,000 and $230,000 during the current six
and three month periods 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 decreased approximately $800,000 and
$473,000 during the current six and three month periods compared to
the same periods in the prior year.  Of these decreases higher
production costs, primarily ingredients, resulted in decreases in
gross profit of approximately $551,000 and $334,000 during the
current periods.  Decreases in the volume of sales of these products
resulted in decreases in gross profit of approximately $134,000 and
$81,000.  Additionally, decreases during the current six and three
month periods of $115,000 and $58,000 resulted from decreased
prices.

   Gross profit from citrus by-products, including feed, pulp cells,
and citrus oils, decreased approximately $1,311,000 and $500,000
during the current six and three month respective periods compared
to the same periods in the prior year. Of these decreases
approximately $1,395,000 and $920,000 resulted from the previously
mentioned lower prices for by-products sold compared to the same
period in the prior year.  Partially offsetting these decreases were
increases of approximately $507,000 and $119,000 as a result of higher 
volumes of sales of 


                                 -12-


these products.  Additionally, higher costs of production during the 
current six month period resulted in a decrease in gross profit of 
approximately $423,000.  However, during the current three month period 
gross profit increased approximately $301,000 as a result of lower 
production costs compared to the prior year.  

     Gross profit from storage, handling, and other activities increased 
by approximately $144,000 during the current six month period and decreased 
approximately $191,000 during the current three month period principally due 
to fluctuations in the volume of these services provided compared to the 
same periods in the prior year.

GROVE MANAGEMENT DIVISION     Grove Management Division gross profit
decreased approximately $150,000 or 24.6% during the current six
month period and increased approximately $78,000 or 38.5% during the
current three month period compared to the same periods in the prior
year.  The primary decrease of approximately $295,000 in gross
profit during the current six month period resulted from a reduction
in fruit sold to third party packers and processors.  However,
partially offsetting this decrease in the current six month period
was an increase of approximately $145,000 resulting from an increase
in the volume of harvesting services performed.  During the current
three month period gross profit increased approximately $224,000 as
a result of an increase in the volume of harvesting and grove
management services performed.  Partially offsetting this increase
was a decrease in gross profit of approximately $146,000 during the
current three month period resulting from a decrease in the volume
of fruit sold to third party packers and processors.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

   Selling, general and administrative expenses decreased
approximately $628,000 or 18.9% and $250,000 or 15.4% for the
current six and three month periods compared to the same periods in
the prior year.  Of these decreases, approximately $288,000 and
$149,000 resulted from a decrease in salary and benefit costs in the
current respective periods.  Additionally, approximately $340,000
and $101,000 were a result of decreases in other costs.

GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT

   The increased gain on the disposition of property and equipment
of approximately $140,000 for the six month period ending March 31,
1998 compared to the same periods in the prior year was principally
due to the gain from insurance proceeds on damage to the product
storage warehouse previously reported.  There was no comparable
event in the same period in the prior year.  The decreased loss on
the disposition of property and equipment of approximately $4,000
for the three month period ending March 31, 1998 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 increased approximately $208,000 and $177,000 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 of approximately $189,000 in the
provision for uncollectible notes receivable.

INTEREST EXPENSE

   Interest expense increased approximately $401,000 or 33.7% and
$210,000 or 32.4% during the current six and three month periods
compared to the same periods in the prior year.  Of these increases,
increases in the average outstanding debt resulted in increases of
interest expense of approximately $164,000 and $43,000 for the
current six and three month periods respectively.  Increases in the


                                 -13-


average interest rate resulted in increases in interest expense of $14,000
and $125,000 during the current respective six and three month periods.
Also, decreases in capitalized interest resulted in increased interest 
expense of approximately $176,000 and $60,000 during the current respective 
six and three month periods, compared to the prior year.  Other interest 
charges resulted in an increase of approximately $47,000 during the 
current six month period and a decrease of approximately $18,000 
during the current three month period compared to the same periods 
in the prior year.


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 1997-98
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 $45 million
credit facility.  This facility is principally secured by
substantially all of the Company's current assets.  The outstanding
balance at March 31, 1998 was approximately $41,938,000.  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 2000; 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, 1998 the Company had a $10 million
short-term capital revolving credit facility.  As of March 31, 1998
the outstanding balance on this facility was $5,000,000.  The
interest rate on this facility is variable based upon the financial
institution's cost of funds plus a margin.

   Current assets increased approximately $18,517,000 as of March
31, 1998 compared to September 30, 1997.  The principal component of
this was an increase in inventories of approximately $10,792,000 in
the first six months of the current year due to the seasonal
accumulation of inventories.  The Company's accounts receivable
balance increased approximately $5,681,000 during the six months
ending March 31, 1998.  Additionally, there was an increase in cash
and cash equivalents of approximately $1,246,000.  Advances on fruit
purchases decreased approximately $214,000 as the Company began
processing the purchased fruit and collected these advances.

   Current liabilities increased approximately $10,921,000 during
the first six months of fiscal 1998 compared to September 30, 1997.
This increase was due principally to increases in accounts payable
and accrued liabilities of approximately $6,339,000 as the Company
is processing the current season's fruit crop.  Also, the short-term
working capital note payable increased approximately $5,000,000 to meet
current requirements.  Offsetting these increases was a  decrease of 
$418,000 in the current portion of long-term debt.

   At March 31, 1998 the Company's outstanding long-term debt was
approximately $58,907,000 including the working capital facility of
approximately $41,938,000.  In addition, current installments of long-
term debt were approximately $6,858,000 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 be refinanced through extending
current mortgages.  At March 31, 1998 the Company was out of
compliance with loan covenants related to debt service coverage and
debt to equity ratios as a result of recent losses and high seasonal
working capital requirements.  The lenders have waived these
requirements for the current periods without penalty.  Management
believes its relationships with its lenders are good.


                                 -14-



   During the first six months of the current fiscal year, capital
expenditures of approximately $651,000 were made for the
installation of new irrigation systems on 2,025 acres of Company-
owned groves.  Also, cost of caring for newly planted citrus trees
in the amount of approximately $756,000 were capitalized and
expenditures of approximately $90,000 were made for grove operations
equipment.  Additionally, expenditures of approximately $2,862,000
were made during the same period primarily for the purpose of
improving the efficiency of the Bartow processing facility.  The
Company anticipates that these improvements will be financed
principally by working capital or by securing additional funds under
existing mortgages.

   During the past three fiscal years, the Company has been making
capital expenditures to improve and update the computer systems to
enhance the efficiency of its production, processing, marketing,
sales and management systems.  As a result, it has concurrently
addressed the "Year 2000" issue related to its older computer
systems.  Management believes that the new systems will be completed
in fiscal 1998 and that the Company's systems will then be in compliance with
"Year 2000" issues.

     The Company has not determined what impact the "Year 2000" problem
may have on its customers, vendors, creditors or others with whom the 
Company conducts business, and therefore, has not ascertained what effect,
if any, their level of compliance may have on the Company.

OTHER SIGNIFICANT EVENTS

   In October 1997 the United States Department of Agriculture
("USDA") announced a Florida crop estimate of approximately
254,000,000 boxes of round oranges for the 1997-98 season.  This
estimate was most recently revised in April 1998 to approximately
248,000,000 boxes.  This estimate, if true, will provide the largest
Florida Crop in history.


                                  -15-



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 19, 1998, the
stockholders of the Company elected directors.  The results of these 
votes were as follows:

                                       AUTHORITY
 DIRECTOR NOMINEES          FOR         WITHHELD
<S>                      <C>             <C>
John R. Alexander        9,434,546       31,547
Richard A. Coonrod       9,434,456       31,637
Paul E. Coury, MD        9,433,563       32,530
Ben Hill Griffin, III    9,434,804       31,289
George W. Harris, Jr.    9,434,556       31,537
Dr. W. Bernard Lester    9,434,556       31,537
Gene Mooney              9,434,556       31,537
C. B. Myers, Jr.         9,433,579       32,514
Thomas H. Taylor         9,434,520       31,573


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


   Exhibit    EXHIBIT                                           Page
     No.                                                         No.
                                                        
   10.29      Revewal Term Note between Orange-co, Inc.          17
              and Farm Credit of Southwest Florida, A.C.A.
              dated April 1, 1998.
                                                        
   27         Financial Data Schedule (Electronic Filing Only)

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 15, 1998          By: /s/Gene Mooney
                                  Gene Mooney
                                  President and
                                  Chief Operating Officer


   Date: May 15, 1998          By: /s/Dale A. Bruwelheide
                                  Dale A. Bruwelheide
                                  Vice President,
                                  Chief Financial Officer, and
                                  Principal Accounting Officer
                                  
                                  
                                  -16-                                  


</TABLE>