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 December 31, 1996
                                  
                                  
                                 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 33831
              (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
February 14, 1997: 10,306,975 shares



                  ORANGE-CO, INC. AND SUBSIDIARIES
                                  
                              FORM 10-Q
                                  
                          TABLE OF CONTENTS
                                                            PAGE NO.

PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

     Consolidated Balance Sheets
      December 31, 1996 (unaudited) and September 30, 1996
      (audited)                                                   3

     Consolidated Statements of Operations (unaudited)
      Three Months ended December 31, 1996 and 1995               4

     Consolidated Statements of Cash Flows (unaudited)
      Three Months ended December 31, 1996 and 1995               5

     Notes to Consolidated Financial Statements (unaudited)       6-8

     ITEM 2.

     Management's Discussion and Analysis of Results
      of Operations and Financial Conditions                      9-13

PART II. OTHER INFORMATION

     ITEM 6.

     Exhibit and Reports on Form 8 K                              14

SIGNATURES                                                        14



                                 -2-

<TABLE>
<CAPTION>

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

                                    December 31, 1996    September 30, 1996
ASSETS                                 (unaudited)           (audited)
<S>                                      <C>              <C>
 Current assets:                                      
 Cash and  cash equivalents               $    985         $  1,508
 Receivables                                 9,791           14,905
 Advances on fruit purchases                   644              717
 Inventories                                47,797           42,148
 Deferred income tax                         2,136            1,166
 Prepaid and other                             387               18
                                          ---------        ---------
     Total current assets                   61,740           60,462
                                          ---------        ---------
 Property and equipment, net               122,572          120,538
                                          ---------        ---------
 Other assets:                                        
 Excess of cost over net assets of                    
  acquired companies                        11,307           11,401
 Notes receivable                            2,422            2,558
 Other                                       4,813            4,736
                                          ---------        ---------
     Total other assets                     18,542           18,695
                                          ---------        ---------
     Total assets                         $202,854         $199,695
                                          =========        =========
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:                                 
 Current installments on long-term debt   $  3,664         $  3,655
 Accounts payable                            9,205            5,493
 Accrued liabilities                        12,520           11,997
 Dividends payable                           1,031              -
                                          ---------        ---------        
     Total current liabilities              26,420           21,145
 Deferred income taxes                      23,219           22,247
 Other liabilities                             702              629
 Long-term debt                             42,995           46,663
                                          ---------        ---------
      Total liabilities                     93,336           90,684
                                          ---------        ---------    
 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 shares issued                  5,175            5,175
 Capital in excess of par value             71,417           71,417
 Retained earnings                          33,376           32,869
                                          ---------        ---------
                                           109,968          109,461
 Less:                                                
 Treasury stock, at cost: 47,424 shares       (450)            (450)
                                          ---------        ---------   
     Total stockholders' equity            109,518          109,011
                                          ---------        ---------
     Total liabilities and                           
      stockholders' equity                $202,854         $199,695
                                          =========        =========
</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 THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
                               (unaudited)
                      (in thousands except for per share data)



                                               1996        1995
<C>                                          <S>         <S>
 Sales                                        $28,424     $23,350
 Cost of sales                                 23,713      18,612
                                              --------    -------- 
     Gross profit                               4,711       4,738
                                                       
 Other costs and expenses, net:                         
  Selling, general and administrative          (1,701)     (1,145)
  Other                                           (10)        (10)
 Interest                                        (540)       (417)
                                              --------    --------
 Income before income taxes                     2,460       3,166
 Income tax expense                               922       1,122
                                              --------    --------         
 Net income                                   $ 1,538     $ 2,044
                                              ========    ========
                                                       
 Net income per common and common 
  equivalent shares                           $   .15     $   .20
                                              ========    ======== 
 Average number of common and common                    
  equivalent shares outstanding                10,302      10,299
                                              ========    ========
</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 THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
                           (unaudited)
                         (in thousands)

                                                   1996     1995
<S>                                                <C>      <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:               
                                                    
 Net income                                        $1,538   $ 2,044
                                                   -------  --------
 Adjustments to reconcile net income to             
  net cash provided by (used for) operating 
  activities:
  Depreciation and amortization                     1,369     1,138
  Deferred income taxes                                 2       167
  Change in assets & liabilities:                     
   Decrease in receivables                          5,114     1,140
   (Increase)decrease in advance on fruit purchases    73       (57)
   (Increase) in inventory                         (5,649)  (10,067)
   (Increase) in prepaids and other                  (369)     (298)
   Increase in accounts payable and accrued 
    liabilities                                     4,235     3,577
   Other, net                                          41        46
                                                   -------   -------
 Total adjustments                                  4,816    (4,354)
                                                   -------   -------
 Net cash provided by (used for)                    
  operating activities                              6,354    (2,310)
                                                   -------   ------- 
 CASH FLOWS FROM INVESTING ACTIVITIES:               
                                                    
 Proceeds from sale of property & equipment             4       248
 Decrease in note & mortgage receivables              136        44
 Additions to property & equipment                 (3,286)   (2,975)
 (Increase) in other assets                           (72)     (366)
                                                   -------   -------
 Net cash (used for) investing activities          (3,218)   (3,049)
                                                   -------   ------- 
 CASH FLOWS FROM FINANCING ACTIVITIES:               
                                                    
 Proceeds from (payments on)long-term debt         (3,659)    5,102
 Issuance of treasury stock                           -          11
                                                   -------   -------
 Net cash provided by (used for) financing           
  activities                                       (3,659)    5,113
                                                   -------   -------
 NET (DECREASE) IN CASH AND CASH EQUIVALENTS         (523)     (246)
                                                    
 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   1,508       845
                                                   -------   ------- 
 CASH AND CASH EQUIVALENTS AT END OF PERIOD        $  985    $  599
                                                   =======   =======
</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 December 31, 1996

     .    Audited Consolidated Balance Sheet at September 30, 1996

     .    Unaudited Consolidated Statements of Operations and 
          Statements of Cash Flows for the three month periods ended 
          December 31, 1996 and 1995

2.   NOTES PAYABLE AND LONG-TERM DEBT

     As of December 31, 1996, the Company had access to a $40
million working capital line of credit facility payable in April
1998.  Accordingly, the balance at December 31, 1996 was classified
as long-term.  This facility is collateralized by most of the
Company's current assets.  The outstanding balance at December 31,
1996 was approximately $18,315,000.  Approximately $11,065,000 was
additionally available to be borrowed under 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 December 31, 1996 the Company had a
$10,000,000 short-term capital revolving credit facility to provide
interim financing for capital projects.  As of December 31, 1996
there was no outstanding balance on this facility.  The interest
rate is variable based upon the financial institution's cost of
funds plus a margin.

     At December 31, 1996, the Company's outstanding long-term debt
(including the $18,315,000 balance on the working capital line of
credit facility) was approximately $46,659,000, of which $3,664,000
matures in the next twelve months and the remainder matures at
various times over the subsequent twelve years.

     Interest paid, net of amounts capitalized, was approximately
$447,000 and $403,000 for the three months ended December 31,
1996 and 1995, respectively.  Interest capitalized was approximately
$231,000 and $135,000 for the three months ended December 31, 1996
and 1995, respectively.

                                 -6-


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

                           December 31,       September 30,
                              1996                1996
<S>                        <C>                 <C>                        
 Finished goods             $36,003             $28,634
 Fruit-on-tree                9,002               9,626
 Other                        2,792               3,888
                            -------             -------
 Total                      $47,797             $42,148
                            =======             =======
</TABLE>

 
   As of December 31, 1996 the Company held contracts for
frozen concentrated orange juice ("FCOJ") futures positions
totaling approximately $2,613,000 with unrealized gains of
approximately $53,000.  Additionally, as of December 31, 1996 the
Company had unrealized losses of approximately $285,000 on future
options.  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.  Cash deposit requirements 
with brokers as of December 31, 1996 totaled $97,500 and vary 
with market price fluctuations.

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 three month period ended December 31, 1996 the Company
had two customers who individually accounted for approximately
20.0% and 15.8% of total sales.  During the three month
period ended December 31, 1995 the Company had two customers who
individually accounted for approximately 23.7% and 20.8% of total
sales.

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".  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 is recognized in
income in the period that includes the enactment date.



                                  -7-

<TABLE>
<CAPTION>

   The provision for income taxes for the three month periods ended
December 31, 1996 and 1995 is summarized as follows (in thousands):
   
                                       1996     1995
<S>                                   <C>      <C>
 Current:                                 
   Federal income tax                  $823     $  799
   State income tax                      97        156
                                       ----     ------   
   Total                               $920     $  955
                                       ----     ------  
 Deferred:                                
   Federal income tax                  $  2     $   74
   State income tax                       -         93
                                       ----     ------
   Total                               $  2     $  167
                                       ----     ------  
   Total provision for income taxes    $922     $1,122
                                       ====     ======
</TABLE>

<TABLE>
<CAPTION>

   The following is a reconciliation of the expected income tax
expense computed at the U.S. Federal statutory rate of 34% and the
actual income tax provisions for the quarters ended December 31,
1996 and 1995 (in thousands):

                                                     1996     1995
<S>                                                  <C>    <C>
 Expected income tax                                  $836   $1,076
 Increase(decrease) resulting from:                          
   State income taxes, net of federal tax benefit       97      196
   Loss on foreign operations                           -        12
   Permanent items and other                           (11)      41
   Adjustment of prior year's deferred income tax     
    liability                                           -      (203)
                                                      -----  -------        
   Total provision for income taxes                   $922   $1,122
                                                      =====  =======      
</TABLE>

6. CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

   The following table reflects the changes in Stockholders' Equity
since September 30, 1996 as a result of net income, and dividends
declared (in thousands):

                                                       Treasury  
                   September 30,  Net      Dividends   Stock      December 31,
                       1996       Income   Declared    Issued       1996
<S>                 <C>          <C>      <C>         <C>        <C> 
 Common stock        $  5,175     $  -     $   -       $  -       $  5,175
 Capital in excess                                                
  of par value         71,417        -         -          -         71,417
 Retained earnings     32,869      1,538    (1,031)       -         33,376
 Treasury stock          (450)       -         -          -           (450)
                     ---------    ------   --------    ------     ---------
 Total stockholders'  
  equity             $109,011     $1,538   $(1,031)    $  -       $109,518
                     =========    ======   ========    ======     =========
</TABLE>


                                        -8-



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

First Quarter of Fiscal 1997 versus First Quarter of Fiscal 1996

   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 three month period ended December 31, 1996 to operations for
the three month period ended December 31, 1995.

   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>
 Three Months Ended December 31, 1996 vs Three Months Ended December 31, 1995
                           Increases/(Decreases)
                               (in thousands)
<S>                                <C>         <C>                <C>
                                    Sales       Cost of Sales      Net Change
 Beverage Division . . . . . . . .  $5,337          $5,339         $  (2)
 Grove Management Division . . . .    (263)           (238)          (25)
                                    -------         -------        ------
 Total . . . . . . . . . . . . . .  $5,074          $5,101           (27)
                                    =======         =======
 Other costs and expenses, net:                              
  Selling, general and administrative . . . . . . . . . . .         (556)
 Interest . . . . . . . . . . . . . . . . . . . . . . . . .         (123)
                                                                   ------
 Income before income taxes . . . . . . . . . . . . . . . .         (706)
                                                                   ------ 
 Provision for income taxes . . . . . . . . . . . . . . . .          200
                                                                   ------
 Net income . . . . . . . . . . . . . . . . . . . . . . . .        $(506)
                                                                   ====== 
</TABLE>

                                SALES

   Sales for the three month period ended December 31, 1996
increased approximately $5,074,000 or 21.7% compared to the same
period in the prior year.  The Beverage Division accounted for the
principal increase for the current period with increased sales of
approximately $5,337,000.  Grove Management Division sales decreased
approximately $263,000 for the current period compared to the same
period in the prior year.

BEVERAGE DIVISION  The Beverage Division sales increased
approximately $5,337,000 or 24.6% during the current three month
period compared to the same period in the prior year.  Of this
increase, revenues from the sale of the Company's bulk citrus juice
products increased approximately $4,610,000.  The principal
component of this increase in bulk citrus juice products resulted
from higher volumes of bulk citrus products sold of approximately
$4,505,000 during the current period compared to the same period in
the prior year.  This increase in sales volume was due primarily to
an improving sales program for the bulk citrus juice products.
Additionally, higher prices accounted for approximately $105,000 in
increased sales of bulk citrus products.


                                  -9-


   Sales of the Company's packaged citrus juice products sold
decreased approximately $109,000 compared to the same period in the
prior year.  Higher prices for these products resulted in an
increase of approximately $297,000.  This increase was more than
offset by decreases of approximately $406,000 as a result of lower
volumes compared to the same period in the prior year.

   The Company's non-orange packaged juices and drink base
products sales increased approximately $1,716,000 during the 
current period compared to the same period in the prior
year.  Of this total, increases in the volume of sales of these
products accounted for increases of approximately $1,208,000.  
Additionally, price increases resulted in increased revenues 
of approximately $508,000 on these products during the current 
period 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
$671,000 principally as a result of lower volumes of by-products
being produced and sold during the current period compared to the
same period in the prior year.  This decrease in production during
the current period is primarily a result of a later start of the
processing season during the current three month period compared to
the same period in the prior year.

   Storage, handling, processing citrus for customers under
contract, and other revenues decreased approximately $209,000 during
the current period compared to the same period in the prior year.
This decrease was due primarily to a decrease in the volume of
services performed during the current three month period.

GROVE MANAGEMENT DIVISION  Grove Management Division sales decreased
approximately $263,000 or 15.5% in the current three month period
compared to the same period in the prior year.  The principal
decrease of approximately $145,000 resulted from a decrease in
revenues from the sale of fruit to third party packers and
processors.  Additionally, revenues from harvesting activities
decreased approximately $136,000 during the current three month
period compared to the same period in the prior year.  This decrease
was primarily the result of a decrease in the boxes harvested during
the current three month period due to a later start of the
harvesting season.  Partially offsetting these decreases was an
increase of approximately $18,000 in revenues from caretaking
activities.

                             GROSS PROFIT

   Gross profit for the three month period ended December 31, 1996
decreased approximately $27,000 or 0.6% compared to the same period
in the prior year.  The principal decrease of approximately $25,000
occurred in the Grove Management Division.  Additionally, there was
a decrease in gross profit of approximately $2,000 in the Beverage
Division during the current period compared to the same period in
the prior year.

BEVERAGE DIVISION  The gross profit of the Company's Beverage
Division decreased approximately $2,000 during the current period
compared to the same period in the prior year as a result of
numerous offsetting increases and decreases.

   A principal component was a decrease of approximately $632,000
which resulted from the sale of bulk citrus juice products during
the current period compared to the same period in the prior year.
Of this amount, approximately $1,516,000 


                               -10-



resulted from the higher cost of raw fruit and concentrate used in
the production of bulk citrus juice products sold during the current 
three month period compared to the same period in the prior year.  
Partially offsetting this decrease was an increase in gross 
profit due to an increase in the volume of sales of bulk citrus 
juice products of approximately $778,000.  Price increases for bulk 
citrus juice products accounted for an additional increase in gross 
profit of approximately $106,000 during the current period.

   The Company has in the past utilized and may in the future
utilize 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 the cost of
inventories and flow through the Consolidated Statements of
Operations as the associated products are sold.  As of December 31,
1996 the Company held contracts for FCOJ futures with unrealized
gains of approximately $53,000 which would have been realized if
said positions had been prematurely liquidated on that date.  These
unrealized gains 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 the sales of packaged citrus juice products
increased approximately $83,000 during the current three month
period compared to the same period in the prior year.  Of this
increase approximately $297,000 resulted from increased prices.
However, gross profit decreased approximately $214,000 principally
as a result of a higher cost of inventory in the current period.

   Gross profit from the sale of the Company's non-orange packaged 
juices and drink base products increased approximately $653,000 during 
the current period compared to the same period in the prior year.  
This increase was primarily a result of higher prices on increased 
sales volumes partially offset by higher inventory costs.

   Gross profit from citrus by-products, including feed, pulp cells,
and citrus oils, decreased approximately $184,000 during the current
period compared to the same period in the prior year.  Gross profit
from storage, handling, and other activities increased by
approximately $78,000 during the current period due principally
to a decrease in cost of providing these services compared to the
same period in the prior year.

GROVE MANAGEMENT DIVISION  Grove Management Division gross profit
decreased approximately $25,000 or 5.8% during the current three
month period compared to the same period in the prior year.  The
principal decrease of approximately $92,000 resulted primarily from
decreases in fruit sold to third party packers and processors.
Partially offsetting this decrease was an increase of approximately
$67,000 in gross profit from the Company's grove caretaking and
harvesting activities.

             SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

   Selling, general and administrative expenses increased
approximately $556,000 for the current three month period
compared to the same period in the prior year.  Of this increase
approximately $191,000 resulted from an increase in salary and
benefit costs while $365,000 resulted from an increase in other
costs.  A significant portion of these increases resulted from
the Company's purchase of the Birds Eye and Gold `N' Rich 
business in July 1996.


                                   -11-



                           INTEREST EXPENSE

   Interest expense increased approximately $123,000 or 29.7% during
the current three month period compared to the same period in the
prior year.  The principal increase of approximately $205,000 was
due to an increase in the average outstanding debt.  Additionally, 
an increase of approximately $46,000 resulted from an increase
in interest rates.  Partially offsetting these increases
were an increase in capitalized interest of approximately $96,000
and an increase in interest income and cash discounts earned of
approximately $32,000.

                   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 deliveries 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
1996-97 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 $40 million credit
facility.  This facility is secured principally by most of the
Company's current assets.  The outstanding balance at December 31,
1996 was approximately $18,315,000 and approximately $11,065,000 of
additional borrowings were available under this facility. The 
interest rate is variable based upon the financial institution's 
cost of funds plus a margin.  The terms of this agreement call for 
repayment of the principal amount in April 1998; accordingly, it 
is classified as long-term.  The Company anticipates that the 
working capital facility will be adequately serviced with cash 
proceeds from operations.

   Additionally, as of December 31, 1996, the Company had a $10
million short-term capital revolving credit facility to provide
interim financing for capital projects.  As of December 31, 1996,
there was no outstanding balance on this facility.  The interest 
rate on this facility is variable based upon the financial
institution's cost of funds plus a margin.

   Current assets increased approximately $1,278,000 as of December
31, 1996 compared to the fiscal year ended September 30, 1996.  The
principal component of this was an increase in inventories of
approximately $5,649,000 in the current three month period due
principally to the Company's start of processing for the 1996-97 
season and decreased bulk sales compared to the fourth quarter 
of fiscal 1996 ended September 30, 1996.  The Company's accounts 
receivable balance decreased approximately $5,114,000 during the
current period also as a result of lower sales in the current 
quarter compared to the fourth quarter of fiscal 1996.  There was
also a decrease in cash and cash equivalents of approximately 
$523,000.  Advances on fruit purchases decreased approximately 
$73,000 as the Company began processing fruit associated with 
the 1996-97 season.  Also, there was an increase of approximately 
$1,339,000 in prepaid expenses and other current assets, principally
resulting from an increase in deferred tax assets.

   Current liabilities increased approximately $5,275,000 during the
current three month period compared to the fiscal year ended
September 30, 1996.  There 

                    
                              -12-

was an increase of approximately $4,235,000 in accounts payable and 
accrued liabilities as a result of the beginning of the processing 
season. The current portion of long-term debt increased approximately 
$9,000.  Additionally, cash dividends payable increased by $1,031,000 
due to a dividend declared during the first quarter of the current 
fiscal year.

   At December 31, 1996 the Company's outstanding long-term debt was
approximately $42,995,000 including the working capital facility of
approximately $18,315,000.  In addition, current installments of
long-term debt were approximately $3,664,000 with the remaining
amounts due on various dates over the subsequent twelve years.  The
Company anticipates that the amounts due over the next twelve
months will be paid out of working capital.  At December 31, 1996,
the Company was in compliance with its loan covenants.

   During the first quarter of the current fiscal year, capital 
expenditures of approximately $280,000 were made for the 
installation of new irrigation systems on 2,271 acres of 
Company-owned groves.  Also, cost of caring for newly planted 
citrus trees in the amount of approximately $349,000 were
capitalized.  Additional expenditures of approximately $2,066,000
were made during the current period primarily for the purpose 
of improving the efficiency and capacity of the Bartow processing 
facility.  Also during the current period expenditures of
approximately $115,000 were made for grove operations equipment.
The Company anticipates that these improvements will be financed 
principally from working capital or by securing additional funds 
under existing mortgages.

                   OTHER SIGNIFICANT EVENTS

   In October 1996 the United States Department of Agriculture
("USDA") announced a Florida crop estimate of approximately
220,000,000 boxes of round oranges for the 1996-97 season.
In January 1997 the USDA left this estimate unchanged.  During the
night of January 17, 1997, the Florida citrus industry experienced
several hours of below freezing temperatures, which could have a
negative impact on the 1996-97 crop size and juice yield.  The
effects on the Company, if any, are unknown at this time.


                             -13-




                   PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


     None


Exhibit No.                  EXHIBIT                         Page No.
                                                        
                                                        
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: February 14, 1997              By:/s/ Gene Mooney
                                        -------------------------
                                        Gene Mooney
                                        President and
                                        Chief Operating Officer




   Date: February 14, 1997              By:/s/ Dale A. Bruwelheide
                                        --------------------------
                                        Dale A. Bruwelheide
                                        Vice President and
                                        Chief Financial Officer




                                 -14-