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, 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 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 12, 1999: 10,309,975 shares

                                  -1-


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

         ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets
          December 31, 1998 (unaudited) and September 30, 1998 (audited)    3

         Consolidated Statements of Operations (unaudited)
          Three Months ended December 31, 1998 and 1997                     4

         Consolidated Statements of Cash Flows (unaudited)
          Three Months ended December 31, 1998 and 1997                     5

         Notes to Consolidated Financial Statements (unaudited)           6-8

         ITEM 2.

         Management's Discussion and Analysis of Results of Operations   
          and Financial Condition                                        9-14

PART II. OTHER INFORMATION

       ITEM 6.

       Exhibits and Reports on Form 8 K                                    15

       SIGNATURES                                                          15

                                  -2-

<TABLE>
<CAPTION>
                    PART 1. FINANCIAL INFORMATION
                    ITEM 1. FINANCIAL STATEMENTS
                  ORANGE-CO, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                           (in thousands)
                                  
                                      December 31,    September 30,
                                          1998             1998
ASSETS                                (unaudited)       (audited)
<S>                                  <C>             <C>
Current assets:                                      
Cash and cash equivalents                $    479        $    841
Receivables                                10,958           8,621
Advances on fruit purchases                   955             879
Inventories                                57,012          50,482
Deferred income taxes                       2,451           2,476
Prepaid and other                             460              57
                                         ---------       ---------
     Total current assets                  72,315          63,356
                                         ---------       ---------
Property and equipment, net               126,641         126,992
                                         ---------       ---------
Other assets:                                        
Excess  of cost over net assets  of                  
acquired companies                         10,553          10,647
Notes receivable                            1,276           1,196
Other                                       6,776           6,171
                                         ---------       ---------
     Total other assets                    18,605          18,014
                                         ---------       ---------
     Total assets                        $217,561        $208,362
                                         =========       =========            
LIABILITIES AND STOCKHOLDERS' EQUITY                  
                                                     
Current liabilities:                                 
Current installments on long-term debt      3,730           3,753
Accounts payable                            8,192           5,697
Accrued liabilities                        11,094          11,690
                                         =========       =========
     Total current liabilities             23,016          21,140
Deferred income taxes                      23,425          23,129
Other liabilities                           1,623           1,502
Long-term debt                             60,232          54,901
                                         =========       =========
     Total liabilities                    108,296         100,672
                                         =========       =========
Stockholders' equity:                                
 Preferred stock, $.10 par value,                    
  10,000,000 shares authorized;                      
  none issued                                 -               -
 Common stock, $.50 par value,                       
  30,000,000 shares authorized;                      
  10,349,399 shares issued                  5,175           5,175
Capital in excess of par value             71,417          71,417
Retained earnings                          33,047          31,472
                                         ---------       ---------
                                          109,639         108,064
Less:                                                
Treasury  stock,  at  cost:  39,424                  
shares at December 31, 1998 and      
September 30, 1998                           (374)           (374)
                                         ---------       ---------
  Total stockholders' equity              109,265         107,690
  Total liabilities and stockholders'
   equity                                $217,561        $208,362
</TABLE>

THE ACCOMPANYING NOTES ARE ANINTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                 -3-


                
<TABLE>
<CAPTION>
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                             (unaudited)
              (in thousands except for per share data)
                                  

                                               1998     1997
<S>                                          <C>       <C>
Sales                                        $32,996   $25,710
Cost of sales                                 27,983    26,745
                                             --------  --------
     Gross profit(loss)                        5,013    (1,035)
                                                       
Other costs and expenses, net:                         
 Selling, general and administrative          (1,575)   (1,323)
 Gain on disposition of property and   
  equipment                                      -         136
 Other                                           (28)      (42)
Interest                                        (846)     (731)
                                             --------  --------
Income(loss) before income taxes               2,564    (2,995)
Income tax expense(benefit)                      989    (1,035)
                                             --------  --------
Net income(loss)                             $ 1,575   $(1,960)
                                             ========  ========
                                                       
Net income(loss) per common share, 
basic and diluted:                           $   .15   $  (.19)
                                             ========  ========          
Average number of common and common                    
 equivalent shares outstanding                10,310    10,309
                                             ========  ========          
</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, 1998 AND 1997
                             (unaudited)
                           (in thousands)

                                                     1998     1997
CASH FLOWS FROM OPERATING ACTIVITIES:               
<S>                                                <C>      <C>
Net income(loss)                                   $ 1,575  $(1,960)
                                                   -------- --------
Adjustments to reconcile net 
income(loss) to net cash provided by
(used for) operating activities:
 Depreciation and amortization                       1,927    1,742
 Increase(decrease) in deferred income taxes           321   (1,035)
 Gain on disposition of property and equipment         -       (136)
 Change in assets & liabilities:                    
  (Increase) in receivables                         (2,337)  (2,681)
  (Increase)decrease in advance on fruit purchases     (76)      19
  (Increase)decrease in inventory                   (6,530)   6,221
  (Increase)increase in prepaids and other            (403)     293
  Increase in accounts payable and
    accrued liabilities                              1,899      264
  Other, net                                            80      299
                                                    -------  -------
Total adjustments                                   (5,119)   4,986
                                                    -------  -------
Net cash (used for)provided by operating 
  activities                                        (3,544)   3,026  
                                                    -------  -------
CASH FLOWS FROM INVESTING ACTIVITIES:               
                                                    
Proceeds from sale of property & equipment              29      750
(Increase)decrease in note & mortgage receivables      (80)      15
Additions to property & equipment                   (1,447)  (2,401)
Increase in other assets                              (628)     (20)
                                                    -------  -------
Net cash (used for) investing activities            (2,126)  (1,656)
                                                    -------  -------
CASH FLOWS FROM FINANCING ACTIVITIES:               
                                                    
Proceeds from short-term debt                          -      5,000
Proceeds from(payments on)long-term debt             5,308   (6,028)
Issuance of treasury stock                             -          3
                                                    -------  -------
Net cash provided by(used for) financing 
  activities                                         5,308   (1,025)
                                                    -------  -------
NET (DECREASE)INCREASE IN CASH AND CASH             
  EQUIVALENTS                                         (362)     345
                                                    
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD       841    1,009
                                                    ------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD          $  479  $ 1,354
                                                    ======= ========
</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  unaudited interim 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, 1998

     -    Audited Consolidated Balance Sheet at September 30, 1998

     -    Unaudited Consolidated Statements of Operations and Statements
          of Cash Flows for the three month periods ended December 31, 1998
          and 1997


2.   NOTES PAYABLE AND LONG-TERM DEBT

      As  of  December  31, 1998, the Company had access  to  a  $45
million  working  capital line of credit facility collateralized  by
most of the Company's current assets which is payable in April 2000.
Accordingly, the balance at December 31, 1998 was classified as long-
term. The outstanding balance at December 31, 1998 was approximately
$30,293,000 with approximately $9,120,000 additionally available  to
be  borrowed  under a borrowing base calculation of  this  facility.
The  interest  rate  on  the facility is  variable  based  upon  the
financial  institution's cost of funds plus a margin.   

      Additionally, as of December 31, 1998 the Company  had  a  $10
million  short-term  capital  revolving  credit  facility.   As   of
December 31, 1998 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, 1998, the Company's outstanding long-term debt
(including  the $30,293,000 balance on the working capital  line  of
credit  facility) was approximately $63,962,000, of which $3,730,000
matures  in  the  next  twelve months and the remainder  matures  at
various times over the subsequent ten years.  At  December 31, 1998,
the Company was in compliance with all of its loan covenants.

      Interest  paid, net of amounts capitalized, was  approximately
$882,000  and $724,000 for the three months ended December 31,  1998
and  1997,  respectively.   Interest capitalized  was  approximately
$119,000  and $115,000 for the three months ended December 31,  1998
and 1997, respectively.


                                 -6-


3.   INVENTORIES
<TABLE>
<CAPTION>
     Inventories  are  stated  at  the  lower  of  cost  or  market.
Inventories are maintained on a full absorption cost method and flow
on  a  first-in, first-out average cost basis.  The cost of  growing
fruit is accounted for as fruit on tree inventory.

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

                         December 31,     September 30,
                            1998               1998
<S>                    <C>                   <C>
Finished goods            $42,377            $35,390
Fruit-on-tree              11,293             11,099
Other                       3,342              3,993
                          -------            -------
Total                     $57,012            $50,482
                          =======            =======
</TABLE>


    As  of  December 31, 1998 the Company held contracts for  frozen
concentrated  orange  juice  ("FCOJ")  futures  positions   totaling
approximately  $13,785,000 with unrealized losses  of  approximately
$502,000.   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.   Cash  deposits  with
brokers  as  of December 31, 1998 totaled $1,065,000 and  vary  with
market price fluctuations.

4. OTHER

    Substantially all sales are to entities that market  citrus  and
citrus-related  products.   During  the  three  month  period  ended
December  31,  1998 the Company had two customers  who  individually
accounted for approximately 18.6% and 17.0% of total sales.   During
the  three month period ended December 31, 1997 the Company had  two
customers  who  individually accounted for approximately  22.4%  and
12.8% 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, 1998 and 1997 is summarized as follows (in thousands):

                                      1998      1997
<S>                                <C>      <C>
Current:                                    
   Federal income tax              $ 553    $    -
   State income tax                  116         -
                                   -----    ---------
   Total                             669    $    -
                                   -----    ---------
Deferred:                                   
   Federal income tax (benefit)    $ 289    $   (935)
   State income tax (benefit)         31        (100)
                                   -----    ---------
   Total                           $ 320    $ (1,035)
                                   -----    ---------  
   Total provision for income               
    taxes(benefit)                 $ 989     $(1,035)
                                   =====     ========


</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,
1998 and 1997 (in thousands):

                                                       1998      1997
<S>                                                   <C>      <C>
Expected income tax (benefit)                         $  872   $(1,018)
Increase(decrease) resulting from:                          
   State income taxes, net of federal tax benefit         71       (77)
   Permanent items and other                              46        60
                                                      ------   --------      
   Total provision for income taxes                   $  989   $(1,035)
                                                      ======   ========
</TABLE>
    No material tax payments were required in the first quarter of
1999 or 1998.


6.   APPLICATION OF ACCOUNTING STANDARDS

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

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


                                 -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 1999 versus First Quarter of Fiscal 1998

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

Three Months Ended December 31, 1998 vs. Three Months Ended December 31, 1997
                        Increases/(Decreases)
                           (in thousands)
                                  
                                                                   Net
                                                               Changes to
                                      Sales    Cost of Sales     Income
<S>                                <C>         <C>              <C>
Beverage Division . . . . . . . .    $ 7,630      $ 1,668       $ 5,962
Grove Management Division . . . .       (344)        (430)           86
                                     --------     --------       -------
Total . . . . . . . . . . . . . .    $ 7,286      $ 1,238       $ 6,048
                                     ========     ========      ========
Other costs and expenses, net:                              
 Selling, general and administrative . . . . . . . . . . .         (252)
 Gain on disposition of property and equipment . . . . . .         (136)
 Other . . . . . . . . . . . . . . . . . . . . . . . . . .           14
Interest . . . . . . . . . . . . . . . . . . . . . . . . .         (115)
                                                                --------
Income before income taxes . . . . . . . . . . . . . . . .        5,559
Income tax expense . . . . . . . . . . . . . . . . . . . .       (2,024)
                                                                --------
Net income . . . . . . . . . . . . . . . . . . . . . . . .      $ 3,535
                                                                ========
</TABLE>

                                SALES

    Sales  for  the  three  month period  ended  December  31,  1998
increased  approximately $7,286,000 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 $7,630,000.  Grove Management Division sales decreased
approximately $344,000 for the current period compared to  the  same
period in the prior year.

BEVERAGE  DIVISION   The  increase in  Beverage  Division  sales  of
approximately  $7,630,000  during the  current  three  month  period
compared  to  the  same  period in the  prior  year,  resulted  from
numerous  increases  and  decreases  in  sales  volume,  prices,  or
combinations thereof.

    The  principal  component  of this  increase  resulted  from  an
increase in the sale of the Company's bulk citrus juice products  of
approximately  $5,424,000.   This  increase  in  bulk  citrus  juice
products resulted principally from higher prices for these  products
of  approximately $7,459,000 during the current period  compared  to
the same period in the prior year.  As the Company entered the 1998-
99  season,  the  United  States Department  of  Agriculture  (USDA)
announced  in  October  1998 an estimated  Florida  orange  crop  of
approximately     190,000,000    boxes     of     round     oranges.


                                 -9-


This  estimate, if true, represents a significant decrease from  the
1997-98  actual crop of 244,000,000 boxes of round oranges  and  the
1996-97  actual  crop of 226,200,000 boxes.  The anticipation  of  a
significant  decrease in the crop has had the effect  of  increasing
prices throughout the first quarter of fiscal 1999.

   Partially offsetting the increase in sales from higher prices was
a  decrease  of approximately $2,035,000 from decreased  volumes  of
bulk  citrus juices sold in the current three month period  compared
to the same period in the prior year.  This decrease in sales volume
was  due  primarily  to unusually higher shipments  of  bulk  citrus
products in the first three months of the prior year.

    Sales  of  the  Company's packaged citrus  juice  products  sold
increased  approximately $2,246,000 compared to the same  period  in
the prior year. Of this increase approximately $2,878,000 was a result
of  higher  volumes compared to the same period in the  prior  year.
Lower prices for these products resulted in a partially offsetting
decrease of approximately $632,000.

    The Company's non-orange packaged juices and drink base products
sales  decreased  approximately $41,000 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 $174,000.  Price decreases resulted in an
offsetting decrease in revenues of approximately $215,000  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
$70,000  principally  as  a result of lower prices  for  by-products
being  produced and sold during the current period compared  to  the
same period in the prior year.

     Storage,  handling,  processing  citrus  for  customers   under
contract, and other revenues increased approximately $71,000  during
the  current  period compared to the same period in the prior  year.
This  increase  was due primarily to an increase in  the  volume  of
services performed during the current three month period.

GROVE MANAGEMENT DIVISION  Grove Management Division sales decreased
approximately $344,000 in the current three month period compared to
the  same  period  in  the prior year.  The  principal  decrease  of
approximately  $360,000  resulted  from  a  decrease  in  harvesting
activities   due  to  a  later  start  of  the  harvesting   season.
Additionally,   revenues   from  caretaking   activities   decreased
approximately $62,000 during the current three month period compared
to  the  same period in the prior year.  Partially offsetting  these
decreases was an increase of approximately $78,000 in revenues  from
the sale of fruit to third party packers and processors.

                            GROSS PROFIT

    Gross profit for the three month period ended December 31,  1998
increased  approximately $6,048,000 compared to the same  period  in
the  prior year.  The principal increase of approximately $5,962,000
occurred  in  the  Beverage  Division.  Additionally,  there  was  a
increase  in  gross  profit of approximately $86,000  in  the  Grove
Management Division during the current period compared to  the  same
period in the prior year.

BEVERAGE  DIVISION  The increase in gross profit  of  the  Company's
Beverage  Division  of approximately $5,962,000 during  the  current
period compared to the same period in the prior year as a result  of
numerous  offsetting  increases and decreases  in  volumes,  prices,
costs  of production, and combinations thereof. The effects of these
changes are quantified as follows.

     The  principal  component  was  an  increase in gross profit of  
approximately $6,769,000  which  resulted from an increase from  the  
sale of bulk citrus juice products during the current period compared 
to the same period in the prior year.  


                                 -10-


Of this increase approximately $7,459,000 resulted from higher prices 
for the Company's bulk citrus juice  products.  This increase was the 
result of depressed prices during the first three months of the prior 
year due to the announcement in October 1997 of an historically large 
Florida  crop of  round  oranges.  The  anticipation of this  record  
crop  had  a deflating  effect on prices throughout the first quarter 
of fiscal 1998 and beyond.

   Partially offsetting this increase was a decrease in gross profit
of  approximately  $690,000 due to 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.

    The  Company  utilizes the FCOJ futures market  to  hedge  fruit
inventory, anticipated requirements and sales commitments  of  FCOJ.
The effects of this hedging activity, if any, are reflected in sales
or  in  the  cost  of inventories and flow through the  Consolidated
Statements of Operations as the associated products are sold.  As of
December  31, 1998 the Company held contracts for FCOJ futures  with
unrealized  losses of approximately $502,000 which would  have  been
realized if said positions had been prematurely liquidated  on  that
date.   These unrealized losses are based upon  the  closing  market
prices  of  equivalent futures obligations and  do  not  necessarily
represent  prices at which the Company expects to sell  or  purchase
the FCOJ.

    The  table  below provides information about the Company's  FCOJ
futures  contracts,  that  are sensitive  to  changes  in  commodity
prices,  specifically  FCOJ prices.  The table  presents  the  total
dollar  contract amount by expected maturity dates. Contract amounts
are  used  to  calculate  the contractual payments  of  FCOJ  to  be
exchanged  under the futures contracts. Contractual cash flows  from
these  derivative  financial instruments, if executed  at  maturity,
would be as follows at December 31, 1998:

                                    Contractual
                                    Cash Flows
                               Inflows/(Outflows)    Maturity Date

FCOJ Futures (Net  long)         $(11,584,000)    January-March 1999

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

    Gross  profit  on  the sales of packaged citrus  juice  products
decreased  approximately  $881,000 during the  current  three  month
period  compared  to  the same period in the prior  year.   Of  this
decrease  approximately  $632,000 resulted  from  decreased  prices.
Additionally,  gross profit decreased approximately  $249,000  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  $268,000
during  the current period compared to the same period in the  prior
year.   This  increase  was  primarily a result  of  lower  cost  of
ingredients   and   conversion  cost  in  the  current   period   of
approximately  $483,000.  This  increase  was  partially  offset  by
decreased  prices during the current three month period compared  to
the same period in the prior year of approximately $215,000.

   Gross profit from citrus by-products, including feed, pulp cells,
and  citrus oils, increased approximately $71,000 during the current
period compared to the same period in the prior year.  The principal
reason for this increase was a decrease in the cost of production of
approximately  $291,000 compared to the same  period  in  the  prior
year.  Decreased prices of approximately $220,000 during the current
three month period resulted in partially offsetting the reduction of
gross profit.


                                 -11-


    Gross  profit  from  storage,  handling,  and  other  activities
increased  by approximately $85,000 during the current  period  due
principally to an increase in the volume of these services  provided
compared to the same period in the prior year.

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


GROVE  MANAGEMENT DIVISION  Grove Management Division  gross  profit
increased  approximately  $86,000 during  the  current  three  month
period compared to the same period in the prior year.  The principal
increase of approximately $161,000 resulted primarily from increased
prices for  fruit sold to third party packers and processors.  Gross 
profit from  caretaking activities decreased approximately  $57,000 
during the  current  three  month period. Additionally, gross profit 
from harvesting   activities  decreased   approximately  $18,000 due
principally to seasonal fluctuations.


            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


     Selling,   general   and  administrative   expenses   increased
approximately  $252,000 for the current three month period  compared
to   the   same  period  in  the  prior  year.   Of  this   increase
approximately  $92,000  resulted from  an  increase  in  salary  and
benefit costs while approximately $160,000 resulted from an increase
in other costs.


            GAIN ON DISPOSITION OF PROPERTY AND EQUIPMENT


    The  gain on the disposition of property and equipment decreased
approximately  $136,000  for  the  current  three  month  period  as
compared  to  the  same  period in the prior  year.   This  decrease
resulted from the gain from insurance proceeds for business interruption, 
related to a product storage warehouse during the prior year, previously
mentioned.  There was no comparable event in the same period in  the 
current year.
                                  
                                  
                          INTEREST EXPENSE


    Interest  expense  increased approximately $115,000  during  the
current three month period compared to the same period in the  prior
year.  The primary increase of approximately $338,000 was due to  an
increase  in the average outstanding debt.  Offsetting this increase
was  a  decrease  of  approximately $247,000 that  resulted  from  a
decrease   in   interest  rates.  Additionally,   an   increase   of
approximately $24,000 was due to a decrease in interest  income  and
an increase in other related interest charges.


                                 -12-



                   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
1998-99 season in November.

    The  Company's  ability to generate cash adequate  to  meet  its
needs,  including  the  financing  of  its  inventories  and   trade
receivables,  has  been  supported  primarily  by  cash  flow   from
operations  and  periodic borrowings under its  $45  million  credit
facility.   This  facility is secured principally  by  most  of  the
Company's  current assets.  The outstanding balance at December  31,
1998  was approximately $30,293,000 and approximately $9,120,000  of
additional   borrowings  were  available  under  a  borrowing   base
calculation  of this facility.  The interest rate is variable  based
upon  the financial institution's cost of funds plus a margin.   The
terms  of this agreement call for repayment of the principal  amount
in  April  2000;  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, 1998, the Company  had  a  $10
million  short-term  capital  revolving  credit  facility.   As   of
December  31,  1998,  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 $8,959,000 as of December
31,  1998 compared to the fiscal year ended September 30, 1998.  The
principal  component  of  this was an  increase  in  inventories  of
approximately  $6,530,000  in the current  three  month  period  due
principally  to  the accumulation of bulk inventory as  the  1998-99
processing season began.  The Company's accounts receivable  balance
increased  approximately $2,337,000 during the current period  as  a
result  of  increased sales in the current quarter compared  to  the
fourth  quarter of fiscal 1998.  There was also a decrease  in  cash
and  cash equivalents of approximately $362,000.  Advances on  fruit
purchases  increased  approximately $76,000.   Also,  there  was  an
increase  of  approximately $403,000 in prepaid expenses  and  other
current  assets and a decrease of approximately $25,000 in  deferred
tax assets.

   Current liabilities increased approximately $1,876,000 during the
current  three  month  period compared  to  the  fiscal  year  ended
September   30,  1998.   There  was  an  increase  of  approximately
$1,899,000 in accounts payable and accrued liabilities as  a  result
of  the  beginning of the processing season. The current portion  of
long-term debt decreased approximately $23,000.

   At December 31, 1998 the Company's outstanding long-term debt was
approximately $60,232,000 including the working capital facility  of
approximately  $30,293,000.  In addition,  current  installments  of
long-term  debt  were approximately $3,730,000  with  the  remaining
amounts  due  on various dates over the subsequent ten  years.   The
Company anticipates that the amounts due over the next twelve months
will  be  paid  out of working capital.  At December 31,  1998,  the
Company   was  in  compliance  with  all  of  its  loan   covenants.
Management believes its relationships with its lenders are good.

    During  the  first quarter of the current fiscal  year,  capital
expenditures of approximately $51,000 were made for the installation
of  new  irrigation systems on 2,145 acres of Company-owned  groves.
Also, cost of caring for newly planted citrus trees in the amount of
approximately $284,000 were capitalized.  Additional expenditures of
approximately $670,000 were made during the current period primarily
for the purpose of improving the efficiency and capacity of the Bartow


                                  -13-



processing facility and approximately $22,000 to support  the
Company's  juice  and coffee dispenser programs.   Also  during  the
current period expenditures of approximately $442,000 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 1998 the United States Department of Agriculture
("USDA") announced a Florida crop of approximately 190,000,000 boxes
of round oranges for the 1998-99 season, which, if true, would be a
significant decrease from the 1997-98 Florida crop of 244,000,000.
The 1998-99 crop estimate was updated by the USDA to 194,000,000
boxes on February 10, 1999.

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

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


                                  -14-



                     PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                                  
A.   Exhibit                     EXHIBIT                           Page
       No.                                                          No.
                                                           
       27      Financial Data Schedule (Electronic  Filing Only)


B.  Reports on Form 8-K:  None
                                  
                                  
                             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 15, 1999              By:/s/ Gene Mooney
                                           -----------------------
                                           Gene Mooney
                                           President and
                                           Chief Operating Officer




   Date: February 15, 1999              By:/s/ Dale A. Bruwelheide
                                           -----------------------
                                           Dale A. Bruwelheide
                                           Vice President,
                                           Chief Financial Officer, and
                                           Principal Accounting Officer

                                 -15-