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 June 30, 1997

                                 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
July 31, 1997: 10,308,975 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
   June 30, 1997 (unaudited) and September 30, 1996 (audited)

  Consolidated Statements of Operations (unaudited)              4
   Nine and Three Months ended June 30, 1997 and 1996

  Consolidated Statements of Cash Flows (unaudited)              5
   Nine Months ended June 30, 1997 and 1996

  Notes to Consolidated Financial Statements (unaudited)         6-9

  ITEM 2.

  Management's Discussion and Analysis of Results of Operations
   and Financial Conditions                                      10-15

PART II. OTHER INFORMATION

  ITEM 6.

  Exhibits and Reports on Form 8-K                               16

SIGNATURES                                                       16

                                    -2- 


                   PART I.  FINANCIAL INFORMATION

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

                                           June 30,    September 30,
                                             1997         1996
ASSETS                                    (unaudited)   (audited)
<S>                                       <C>         <C>                  
 Current assets:                                       
 Cash and short-term investments           $   1,276   $   1,508
 Receivables                                   9,622      14,905
 Advances on fruit purchases                     -           717
 Inventories                                  58,503      42,148
 Deferred income tax                           2,327       1,166
 Prepaid and other                               192          18
                                           ----------  ----------
      Total current assets                    71,920      60,462
                                           ----------  ----------    
 Property and equipment, net                 123,103     120,538
                                           ----------  ----------
 Other assets:                                         
 Excess of cost over net assets of           
  acquired companies                          11,119      11,401
 Notes receivable                              1,866       2,558
 Other                                         5,404       4,736
                                           ----------  ----------
      Total other assets                      18,389      18,695
                                           ----------  ----------
      Total assets                         $ 213,412   $ 199,695
                                           ==========  ==========
                                                      
 LIABILITIES AND STOCKHOLDERS' EQUITY                  
                                                      
 Current liabilities:                                  
 Current installments on long-term debt    $   7,460   $   3,655
 Note payable to bank                          3,000         -
 Accounts payable                              3,175       5,493
 Accrued liabilities                           8,377      11,997
                                           ----------  ----------
      Total current liabilities               22,012      21,145
 Deferred income taxes                        23,735      22,247
 Other liabilities                               842         629
 Long-term debt                               57,445      46,663
                                           ----------  ----------
      Total liabilities                      104,034      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 issued         5,175       5,175
 Capital in excess of par value               71,417      71,417
 Retained earnings                            33,170      32,869
                                            ---------   ---------
                                             109,762     109,461
 Less:                                                 
 Treasury  stock, at cost:  40,424  shares             
  at June 30, 1997 and 47,424 shares at         
  September 30, 1996                            (384)       (450)
                                            ---------   ---------
      Total stockholders' equity             109,378     109,011
                                            ---------   ---------
      Total liabilities and stockholders'   
       equity                               $213,412    $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 NINE AND THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                             (unaudited)
              (in thousands except for per share data)



                                         Nine Months      Three Months
                                        1997     1996     1997     1996
<S>                                    <C>      <C>      <C>      <C>
 Sales                                  $83,938  $85,379  $26,360  $34,023
 Cost of sales                           75,479   70,219   25,362   28,659
                                        -------- -------- -------- --------
      Gross profit                        8,459   15,160      998    5,364       
 Other costs and expenses, net:                                
  Selling, general and administrative    (4,247)  (3,837)    (928)  (1,315)
  Gain (loss) on disposition of                                
   property and equipment                   (18)      77      -         14
  Other                                      (9)      12       47       18
 Interest                                (2,006)  (1,580)    (817)    (584)
                                        -------- --------  -------  -------
 Income(loss) before income taxes         2,179    9,832     (700)   3,497
 Income tax expense (benefit)               819    3,071     (245)   1,021
                                        -------- --------  -------  -------
 Net income(loss)                       $ 1,360  $ 6,761   $ (455)  $2,476
                                        ======== ========  =======  =======
 Net income(loss) per common and
  common equivalent shares:             $   .13  $   .66   $ (.04)  $  .24       
                                       ========= ========  ======== =======
 Average number of common and                             
 common equivalent shares outstanding    10,306   10,301   10,309   10,302
                                        ======== ========  =======  =======
</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 NINE MONTHS ENDED JUNE 30, 1997 AND 1996
                             (unaudited)
                           (in thousands)
                                  
                                                  1997       1996
<S>                                             <C>        <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:                
                                                     
 Net income                                      $ 1,360    $ 6,761
                                                 --------   --------
  Adjustments to reconcile net income to net          
   cash  provided  by (used for)  operating
   activities:
  Depreciation and amortization                    4,288      3,534
  Increase(decrease)in deferred income taxes         327       (65)
  (Gain) loss on disposition of property              
   and equipment and other                            18       (77)
 Change in assets & liabilities:                      
  Decrease in receivables                          5,283     1,293
  Decrease in advances on fruit purchases            717       787
  (Increase) in inventory                        (16,355)  (22,463)
  (Increase) in prepaid and other                   (174)     (119)
  Increase(decrease) in accounts payable and          
   accrued liabilities                            (4,470)      216
  (Decrease) in income taxes payable              (1,468)      (74)
 Other, net                                           63      (105)
                                                 --------  --------
 Total adjustments                               (11,771)  (17,073)
                                                 --------  --------
 Net cash (used for) operating activities        (10,411)  (10,312)
                                                --------  --------
 CASH FLOWS FROM INVESTING ACTIVITIES:                
                                                     
 Proceeds from sale of property & equipment            8       503
 Decrease in note & mortgage receivables             692       104
 Additions to property & equipment                (6,460)  (13,556)
 Increase in other assets                           (655)     (836)
                                                 --------- --------
 Net cash (used for) investing activities         (6,415)  (13,785)
                                                 --------  --------
                                                     
 CASH FLOWS FROM FINANCING ACTIVITIES:                
                                                     
 Issuance of treasury stock                           38        18
 Cash dividends paid                              (1,031)   (1,030)
 Proceeds from short-term debt                     3,000     3,000
 Proceeds from long-term debt                     14,587    21,909
                                                 --------  --------
 Net cash provided by  financing activities       16,594    23,897
                                                 --------  --------
 NET (DECREASE) IN CASH AND CASH EQUIVALENTS        (232)     (200)
                                                 --------  --------     
 CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                        1,508       845
                                                --------  --------     
 CASH AND CASH EQUIVALENTS AT END OF PERIOD      $ 1,276   $   645
                                                ========  ========
</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 June 30, 1997
         
       .    Audited Consolidated Balance Sheet at September 30, 1996

       .    Unaudited Consolidated Statements of Operations for the
            nine and three month periods ended June 30, 1997 and 1996

       .    Unaudited Consolidated Statements of Cash Flows for the
            nine month periods ended June 30, 1997 and 1996
         
2.   NOTES PAYABLE AND LONG-TERM DEBT

     As  of  June  30, 1997, the Company had a $45 million  working
capital  line  of  credit payable in April, 1999.  Accordingly,  the
balance at June 30, 1997 was classified as long-term.  This facility
is  collateralized  by most of the Company's  current  assets.   The
outstanding  balance at June 30, 1997 was approximately  $38,341,000
leaving approximately $2,926,000 additional funds available under  a
borrowing  base  calculation.  The interest rate is  variable  based
upon the financial institution's cost of funds plus a margin.

     Additionally, as of June 30, 1997 the Company had a $10,000,000
short-term capital revolving credit facility.  As of June  30,  1997
the balance  on  this  facility was $3,000,000  leaving  $7,000,000
additional funds available. The interest rate on this  facility  is
also  variable based upon the financial institution's cost of  funds
plus a margin.

     As of June  30,  1997, the Company's outstanding long-term  debt
(including  the $38,341,000 balance on the working capital  line  of
credit) was approximately $64,905,000 of which $7,460,000 matures in
the  next  twelve months and the remainder matures at various  times
over the subsequent eleven years.

      Interest  paid, net of amounts capitalized, was  approximately
$1,995,000  and $1,536,000 for the nine months ended June  30,  1997
and  1996,  respectively.   Interest capitalized  was  approximately
$569,000  and $461,000 for the nine months ended June 30,  1997  and
1996, respectively.

      Certain mortgage agreements contain loan covenants.  As of June
30, 1997, the Company was in compliance with these loan covenants.

                                    -6-


3. INVENTORIES
<TABLE>
<CAPTION>

     The major components of inventory are summarized as follows  (in
thousands):

                       June 30,   September 30,
                         1997        1996
                         ----        ----
<S>                   <C>          <C>
 Finished goods        $ 47,567     $ 28,634
 Fruit-on-tree            8,070        9,626
 Other                    2,866        3,888
                       --------     --------
 Total                 $ 58,503     $ 42,148
                       ========     ========
</TABLE>


     As of June 30, 1997 the Company held futures contracts for frozen
concentrated  orange  juice  ("FCOJ").  The  net  futures  positions
totaled   approximately   $7,265,000  with   unrealized   gains   of
approximately $873,000.  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  June  30,
1997 deposits with brokers totaled $284,000.

4. OTHER

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

     During the nine and three month periods ended June 30, 1997, the
Company   had   two   customers  who  individually   accounted   for
approximately  20.5% and 14.0%, and 23.8% and 12.5% of  total  sales
for the respective periods.  During the nine and three month periods
ended  June 30, 1996, the Company had two customers who individually
accounted for approximately 21.2% and 18.9%, and 20.9% and  16.8%
of total sales for the respective periods.

5. INCOME TAXES

    Income  tax expense 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) for the nine and three month periods
ended June 30, 1997 and 1996 consists of the following (in thousands):

                             Nine Months     Three Months
                            Ended  June 30,  Ended June 30,
                            1997      1996   1997     1996
<S>                        <C>      <C>      <C>     <C>           
 Current:                                            
      Federal income tax    $   365  $2,639   $ (293) $  952
      State income tax          128     497        1     169
                            -------- -------  ------- -------
      Total                     493   3,136     (292)  1,121
                            -------- -------  ------- -------                   
 Deferred:                                           
      Federal income tax     $  365  $  (58)  $   71  $  (90)
      State income tax          (39)     (7)     (24)    (10)
                             ------- -------  ------- -------
      Total                     326     (65)      47    (100)
                             ------- ------- -------- -------
 Income tax expense
   (benefit)                 $  819  $3,071  $  (245) $1,021
                             ======= ======= ======== =======
</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 expense (benefit) for the nine and three month 
periods ended June 30, 1997 and 1996 (in thousands):

                                     Nine Months       Three Months
                                    Ended June 30,    Ended June 30,
                                    1997     1996     1997     1996
<S>                               <C>      <C>      <C>      <C>
 Expected income tax               $  741   $3,343   $ (238)   $1,189
 Increase(decrease) in income                         
  taxes resulting from:                                
   Loss on foreign operations         -         44      -         19
   Permanent items                     17       96       11       32
   State income taxes, net of                         
    federal tax benefit                59      328      (15)     112
   Change in valuation allowance                         
    for deferred tax asset            -       (806)     -       (299)
   Other, net                           2       66       (3)     (32)
                                    -----   -------   ------  -------
 Total provision for income                           
  tax expense (benefit)            $  819   $3,071    $(245)  $1,021
                                   ======   =======   ======  =======
</TABLE>

     The reduction of $806,000 and $299,000, during the nine and three
month periods ended June 30, 1996, in the valuation allowance for  a
deferred  tax asset reflects management's estimate that the  Company
is  more  likely  than  not to receive benefit from  investment  tax
credit carryforwards which expire in 1997 and thereafter.

                                    -8-


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, dividends paid,
and treasury stock transactions (in thousands):

                                                         Treasury  
                   September 30,   Net        Dividends   Stock      June 30,
                      1996        Income        Paid      Issued      1997
                      ----        ------        ----      ------      ----
<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         1,360      (1,031)      (28)     33,170
 Treasury stock         (450)          -           -          66        (384)
                    ---------      --------    --------   -------   ---------
 Total stockholders'                                                   
  equity            $109,011       $ 1,360     $(1,031)  $    38   $ 109,378
                    =========      =======     ========  ========  ==========
</TABLE>

                                    -9-



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

Fiscal 1997 versus 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 nine and three month periods ended June 30, 1997 to
operations for the nine and three month periods ended June 30, 1996.

     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 (loss) between the respective periods.

<TABLE>
<CAPTION>

    Nine Months (YTD) and Three Months (QTR) Ended June 30, 1997
   vs Nine Months (YTD) and Three Months (QTR) Ended June 30, 1996
                        Increases/(Decreases)
                           (in thousands)
                                  
                            Sales        Cost of Sales       Net Change
                         YTD     QTR     YTD       QTR     YTD        QTR

<S>                 <C>       <C>       <C>     <C>       <C>       <C>
 Beverage Division   $(1,486)  $(7,429)  $5,066  $(3,231)  $(6,552)  $(4,198)
 Grove Management         
  Division                45      (234)     194      (66)     (149)     (168)
                       ------  --------  ------- --------  --------  --------
 Total               $(1,441)  $(7,663)  $5,260  $(3,297)  $(6,701)  $(4,366)
                                                               
 Other costs and expenses net:                                  
  Selling, general and administrative                         (410)      387
  Gain on disposition of property and equipment                (95)      (14)
  Other income and expense                                     (21)       29
 Interest                                                     (426)     (233)
                                                            --------  --------
 Income (loss) before income taxes                          (7,653)   (4,197)
 Provision for income taxes                                  2,252     1,266
                                                            --------  --------
 Net income (loss)                                         $(5,401)  $(2,931)
                                                            ========  ========
</TABLE>
                                                               
                                  
                                SALES

     Sales for the nine and three month periods ended June 30, 1997
decreased approximately $1,441,000 or 1.7% and approximately
$7,663,000 or 22.5%, respectively compared to the same periods in
the prior year.  The Beverage Division accounted for the principal
decreases for the nine and three month periods with decreases in
sales of approximately $1,486,000 and $7,429,000.  Grove Management
Division sales increased by approximately $45,000 and decreased
approximately $234,000 for the current nine and three month
respective periods compared to the same periods in the prior year.

BEVERAGE DIVISION   The Beverage Division sales decreased
approximately $1,486,000 or 1.8% and $7,429,000 or 22.9% in the
current nine and three month periods respectively compared to the 
same periods in the prior year as a result of offsetting increases 
and decreases.  

     Revenues from the sale of the Company's bulk citrus
juice products decreased approximately $2,738,000 during the current
nine month period and approximately $7,195,000 during the current
three month period  As part of the decrease during the current nine
month period, revenues from the volume of bulk citrus juice products
sold increased approximately $7,393,000.  However,this increase in
volume during the current nine month period was more than offset by
decreased prices for bulk citrus juice products of approximately
$10,131,000 compared to the same period in the prior year.  During
the current three month period a decrease in prices resulted in a
decrease in revenues of approximately $6,086,000 for bulk citrus
juice products compared to the same period in the prior year.
Additionally, the volume of bulk citrus juice products sold during
the current three month period decreased approximately $1,109,000
compared to the same period in the prior year.

                                    -10-

     As the Company entered the 1996-97 season, the United States
Department of Agriculture ("USDA") announced a significantly
increased crop estimate of approximately 220,000,000 boxes of round
oranges.  The final crop was 225,700,000 boxes of round oranges which provided 
the largest Florida crop in history.  The expectation of this record crop
has resulted in sharply decreased prices of bulk FCOJ.  Management expects 
the price of bulk FCOJ to be significantly lower for at least the next two 
fiscal quarters as compared to fiscal 1996 levels.  The Florida citrus 
industry is highly cyclical subject to varying weather conditions and other
natural phenomena sometimes creating wide swings in economic conditions 
and opportunities.

     Sales of the Company's packaged citrus juice products 
increased approximately $1,480,000 and $466,000 during the current
nine and three month respective periods compared to the same periods
in the prior year.  Contributing to these increases were increases
in the volumes of packaged citrus juice products sold during the
current nine and three month periods of approximately $553,000 and
$353,000 respectively.  Additionally, higher prices resulted in
increased revenues of approximately $927,000 and $113,000 during the
current nine and three month respective periods.

     The Company's non-orange packaged juices and drink base product
sales decreased approximately $42,000 and $636,000 during the
current nine and three month periods compared to the same periods in
the prior year.  Decreases in the volume of sales of these products
accounted for decreases of approximately $1,360,000 and $1,053,000
during the current nine and three month periods.  Offsetting
increases in prices contributed approximately $1,318,000 and
$417,000 to increased revenues during the current nine and three
month respective periods compared to the same periods in the prior
year.

   Revenues from the sale of the Company's citrus by-products,
including feed, pulp cells, and citrus oils, increased approximately
$566,000 and $868,000 during the current nine and three month
periods compared to the same periods in the prior year.  Seasonal
fluctuations in the sale of the volume of by-products sold was the
principal reason for these increases of approximately $914,000 and
$1,188,000 during the current nine and three month periods.
Revenues decreased approximately $348,000 and $320,000 during the
current nine and three month periods as a result of lower prices for
by-products sold compared to the same periods in the prior year.

     Storage, handling, processing citrus for customers under
contract, and other revenues decreased approximately $752,000 and
$932,000 during the current nine and three month periods respectively 
compared to the same periods in the prior year.  The decrease in the 
current nine months was due primarily to decreases in the volume of these 
services performed compared to the same period in the prior year.
Of the decrease during the current three month period approximately 
$531,000 resulted from a revision of estimated service revenues which 
were over-accrued and previously reported in prior periods of the 
current year.

GROVE MANAGEMENT DIVISION  Grove Management Division sales increased
approximately $45,000 or 1.0% for the current nine month period and
decreased approximately $234,000 or 15.0% for the current three
month period compared to the same periods in the prior year.  The
principal increase of approximately $173,000 during the current nine
month period occurred in harvesting revenues and resulted from the
increase in volume of boxes harvested compared to the same period in
the prior year.  Revenues also increased approximately $48,000
during the current nine month period as a result of increases in
caretaking activities.  Offsetting these increases during the
current nine month period was a decrease of approximately $176,000
resulting from a decrease in the volume of fruit sold to third party
packers and processors.  The principal decrease of approximately
$183,000 during the current three month period occurred in
harvesting revenue and resulted from both a decrease in boxes
harvested and a reduction in fees charged for harvesting services.
Revenues also decreased approximately $51,000 in the current three
month period as a combined result of a decrease in the volume of
fruit sold to third party packers and processors and a decrease in
the caretaking activities.

                                    -11-

                                GROSS PROFIT

     Gross profit for the current nine and three month periods ended
June 30, 1997 decreased approximately $6,701,000 or 44.2% and
approximately $4,366,000 or 81.4% compared to the same periods in
the prior year.  The principal decreases of approximately $6,552,000
and $4,198,000 during the current nine and three month periods
occurred in the Beverage Division.  Gross profit for the Grove
Management Division also decreased during the current nine and three
month periods by approximately $149,000 and $168,000 respectively
compared to the same periods in the prior year.

BEVERAGE DIVISION  Gross profit of the Beverage Division decreased
approximately $6,552,000 or 44.9% and $4,198,000 or 80.5% during the
current nine and three month respective periods compared to the same 
periods in the prior year.  

     Contributing to the decrease in gross profit were decreases of 
approximately $8,174,000 and $4,376,000 during the current nine and 
three month respective periods from the sale of bulk citrus juice products.  
Of the decreases in the bulk citrus products during the current nine 
month and three month respective periods, approximately $10,131,000 
and $6,086,000 resulted from decreased prices for bulk citrus juice 
products.  Additionally, during the current nine and three month periods 
gross profit increased approximately $1,278,000 and decreased approximately 
$502,000 respectively as a result of fluctuations in sales volumes for bulk
citrus juice products sold during the current periods compared to the
same periods in the prior year.  Gross profit also increased during the 
current nine and three month periods by approximately $679,000 and 
$2,212,000 due to lower cost of production principally as result of
lower costs of raw fruit and concentrate.

   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 cost of sales in the Consolidated
Statements of Operations as the associated products are sold.  As of
June 30, 1997 the Company held contracts for FCOJ futures with
unrealized gains of approximately $873,000 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 sales of packaged citrus juice products increased
approximately $869,000 and $121,000 during the current nine and
three month respective periods compared to the same periods in the
prior year.  Higher prices during the current nine and three month
periods accounted for increases in gross profit of approximately
$927,000 and $113,000 respectively.  Additionally, gross profit
increased approximately $681,000 and $212,000 during the current
nine and three month periods as a result of increases in the volume
of packaged citrus juices sold.  Partially offsetting the increased
prices were higher costs of production of approximately $739,000 and
$204,000 during the current nine and three month periods.

     Gross profit from the sale of the Company's non-orange packaged
juices and drink base products increased approximately $711,000 and
$267,000 during the current nine and three month respective periods
compared to the same periods in the prior year.  Gross profit
increased approximately $1,318,000 and $417,000 during the current
nine and three month periods as a result of increased prices.  These
increases were partially offset by decreases in gross profit of
approximately $607,000 and $150,000 as a combined result of higher
cost of production and decreases in sales volumes.

                                    -12-

     Gross profit from citrus by-products, including feed, pulp cells,
and citrus oils, decreased approximately $316,000 and $112,000
during the current nine and three month respective periods compared
to the same periods in the prior year.  These decreases generally
resulted from lower prices and higher production costs.  

     Gross profit from storage, handling, and other activities increased
by approximately $358,000 during the current nine period due to a reduction
in the cost to perform these services compared to the prior year.  However,
during the current three month period gross profit from storage, handling
and other activities decreased by approximately $98,000 as a combined result 
of a decrease in the volume of services performed and a revision of estimated
service revenues as previously discussed compared to the same period in
the prior year.

GROVE MANAGEMENT DIVISION  Grove Management Division gross profit
decreased approximately $149,000 or 17.8% and $168,000 or 70.0% in
the current nine and three month periods, respectively, compared to
the same periods in the prior year.  The primary decrease in gross
profit of approximately $102,000 during the current nine and three
month periods was the result of decreases in the volume of fruit
sold to third party packers and processors.  During the current nine
month period gross profit also decreased by approximately $13,000
due to a reduction in fees charged for harvesting services.  An
additional decrease in gross profit of approximately $34,000 during
the current nine month period resulted from a decrease in grove 
caretaking activities compared to the same period in the prior year.
During the current three month period gross profit decreased by
approximately $66,000 due to a combination of a reduction in grove
caretaking activities and a reduction in the volume of boxes 
harvested along with a reduction of fees charged for harvesting services.

            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses increased
approximately $410,000 or 10.7% and decreased approximately $387,000
or 29.4% for the current nine and three month periods compared to
the same periods in the prior year.  Of the increase in the current
nine month period, approximately $302,000 was due to an increase in
salary and benefit costs, and $108,000 resulted from an increase in
other costs.  In the current three month period an increase of
approximately $53,000 was due to an increase in salary and benefit
costs while a decrease of approximately $440,000 resulted from a
decrease in other costs.  Included in the current nine and three month 
periods changes were decreases of approximately $157,000 in salary and
benefit costs and approximately $185,000 in other costs which were
reclassified from selling, general and administrative expenses to
cost of sales.

     GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT AND OTHER

     The decreased gain on the disposition of property, equipment and
other of approximately $116,000 for the current nine month period and 
the increase of approximately $15,000 in the current three month
period ending June 30, 1997 compared to the same periods in the
prior year was principally due to differences in gains on sales of
commercial properties not utilized in citrus production or
processing.

                              INTEREST EXPENSE

   Interest expense increased approximately $426,000 or 27.0% and
$233,000 or 39.9% in the current nine and three month periods
respectively, compared to the same periods in the prior year.  The
primary increases of approximately $511,000 and $56,000 in the
current nine month period, and approximately $146,000 and $54,000 in
the current three month period were due to increases in the average
outstanding debt and interest rates respectively.  Partially
offsetting the increase in interest expense in the current nine
month period was an increase in capitalized interest of
approximately $108,000, and a decrease in other related interest
charges of approximately $33,000.  Also, an increase in interest expense
in the current three month period resulted from a decrease in capitalized
interest of approximately $20,000, and an increase in amortization
of deferred loan costs and other related interest charges of
approximately $13,000.

                                    -13-

                   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 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 primary $45 million
credit facility.  This facility is principally secured by
substantially all of the Company's current assets.  The outstanding
balance at June 30, 1997 was approximately $38,341,000.  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 1999; 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. In April 1997 this facility was increased
from $40 million to $45 million to more adequately service the
Company's working capital needs.  As of August 12, 1997 the balance
on this facility was approximately $35,766,000.

   Additionally, as of June 30, 1997 the Company had a $10 million
short-term capital revolving credit facility.  As of June 30, 1997 
the outstanding balance on this facility was $3,000,000.  The interest 
rate on this facility is variable based upon the financial institution's 
cost of funds plus a margin.  The terms of this facility call for repayment
of the principal amount in April 1998.  As of August 12, 1997 there
was no outstanding balance on this facility and all of the $10,000,000 
of additional borrowings were available.

   Current assets increased approximately $11,458,000 as of June 30,
1997 compared to September 30, 1996.  The principal component of
this was an increase in inventories of approximately $16,355,000 due 
to the seasonal accumulation of inventories.  Also, deferred tax assets 
increased approximately $1,161,000.  The Company's accounts receivable 
balance decreased approximately $5,283,000 during the nine months ending
June 30, 1997.  Additionally, there was a decrease in cash and short-
term cash investments of approximately $232,000.  Advances on fruit
purchases decreased approximately $717,000 as the Company processed 
the purchased fruit and collected these advances.  Other current 
assets increased approximately $174,000.

   Current liabilities increased approximately $867,000 during the
first nine months of fiscal 1997 compared to September 30, 1996.
There was a decrease of approximately $2,393,000 in accrued expenses 
associated with fruit purchases and decreases in accounts payable and
other accrued expenses of approximately $3,545,000.  Offsetting
these decreases was an increase of $3,805,000 in the current portion
of long-term debt and an increase in notes payable of $3,000,000.

   Long-term debt increased approximately $10,782,000 during the
current nine month period.  This was primarily the result of an
increase of approximately $17,255,000 in the Company's long-term
working capital facility.  There was a decrease of approximately
$2,668,000 which represents scheduled principal payments made on
long-term debt during the nine month period.  There was also a
decrease of approximately $3,805,000 which represents portions of
long-term debt reclassified to the current portion, as these amounts
are due within the next twelve months.

   At June 30, 1997 the Company's outstanding long-term debt was
approximately $57,445,000 including the working capital facility of
approximately $38,341,000.  In addition current installments of long-
term debt were approximately $7,460,000 with the remaining amounts
due on various dates over the subsequent eleven years.  The Company
anticipates that amounts due over the next twelve months will be
paid out of working capital.  At June 30, 1997 the Company was in
compliance with its loan covenants.

                                    -14-

   During the first nine months of the current fiscal year, capital
expenditures of approximately $730,000 were made for the
installation of new irrigation systems on 3,369 acres of Company-
owned groves.  Also, cost of caring for newly planted citrus trees
in the amount of $1,354,000 were capitalized, and expenditures of
approximately $233,000 were made for grove operations equipment.
Additionally, expenditures of approximately $3,395,000 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.

                     OTHER SIGNIFICANT EVENTS

   In October 1996 the USDA announced a Florida crop estimate of
approximately 220,000,000 boxes of round oranges for the 1996-97
season.  The final crop of 225,700,000 boxes of round oranges has 
provided the largest Florida Crop in history.  The expectation of 
this record crop resulted in sharply decreased prices of bulk FCOJ.
Management expects the price of bulk FCOJ to be significantly lower 
for at least the next two fiscal quarters as compared to fiscal 1996 
levels.  The Florida citrus industry is highly cyclical subject to 
varying weather conditions and other natural phenomena sometimes 
creating wide swings in economic conditions and opportunities.

                                    -15-



                     PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.                      EXHIBIT

   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: August 14, 1997        By: /s/Gene Mooney
                                    -----------------------
                                    Gene Mooney
                                    President and
                                    Chief Operating Officer


   Date: August 14, 1997        By: /s/Dale A. Bruwelheide
                                    -----------------------
                                    Dale A. Bruwelheide
                                    Vice President and
                                    Chief Financial Officer
       
                                     -16-