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, 1999

                                 OR

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

For the transition period from                  to

Commission File No. 1-6442

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

                               FLORIDA
   (State or other jurisdiction of incorporation or organization)

                             59-0918547
                (IRS Employer Identification Number)

  2020 U.S. Highway 17 South, P. O. Box 2158, Bartow, Florida 33830
              (Address of principal executive offices)

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


Indicate  by  check mark whether the Registrant (1)  has  filed  all
reports  required  to  be  filed by  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12 months  (or
for  such  shorter period that the Registrant was required  to  file
such  reports), and (2) has been subject to such filing requirements
for the past 90 days.

                             Yes  XX  No

Number of shares outstanding of common stock, $.50 par value, as  of
August 13, 1999: 10,309,975 shares


                                  -1-



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

PART I.  FINANCIAL INFORMATION

       ITEM 1.  FINANCIAL STATEMENTS


       Consolidated Balance Sheets                                      3
        June 30, 1999 (unaudited) and September 30, 1998 (audited)

       Consolidated Statements of Operations (unaudited)                4
        Nine and Three Months ended June 30, 1999 and 1998

       Consolidated Statements of Cash Flows (unaudited)                5
        Nine Months ended June 30, 1999 and 1998

       Notes to Consolidated Financial Statements (unaudited)         6-9

       ITEM 2.  Management's Discussion and Analysis of Results
                 of Operations and Financial Condition              10-16

       ITEM 3.  Quantitive and Qualitative Disclosure about
                 Market Risk                                           17

PART II. OTHER INFORMATION

       ITEM 6.  Exhibits and Reports on Form 8-K                       17

SIGNATURES                                                             18


                                   -2-


<TABLE>
<CAPTION>
                   PART I.  FINANCIAL INFORMATION
                    ITEM 1. FINANCIAL STATEMENTS

                  ORANGE-CO, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                           (in thousands)

                                           June 30,    September 30,
                                             1999          1998
ASSETS                                    (unaudited)    (audited)
<S>                                       <C>            <C>
Current assets:
Cash and short-term investments           $     350      $    841
Receivables                                  11,015         8,621
Advances on fruit purchases                     -             879
Inventories                                  68,930        50,482
Deferred income tax                           2,837         2,476
Prepaid and other                               225            57
                                          ----------     ---------
     Total current assets                    83,357        63,356
                                          ----------     ---------
Property and equipment, net                 126,659       126,992
                                          ----------     ---------
Other assets:
Excess of cost over net assets of
 acquired companies                          10,365        10,647
Notes receivable                              1,060         1,196
Other                                         6,769         6,171
                                          ----------     ---------
     Total other assets                      18,194        18,014
                                          ----------     ---------
     Total assets                         $ 228,210      $208,362
                                          ==========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Note Payable                              $   3,000      $    -
Current installments on long-term debt        3,702         3,753
Accounts payable                              3,126         5,697
Accrued liabilities                           9,188        11,690
                                          ----------     ---------
     Total current liabilities               19,016        21,140
Deferred income taxes                        23,352        23,129
Other liabilities                             1,666         1,502
Long-term debt                               75,290        54,901
                                          ----------     ---------
     Total liabilities                      119,324       100,672
                                          ----------     ---------
Stockholders' equity:
Preferred stock, $.10 par value,
 10,000,000 shares authorized; none issued      -             -
Common  stock, $.50 par value, 30,000,000
 shares authorized, 10,349,399 issued         5,175         5,175
Capital in excess of par value               71,417        71,417
Retained earnings                            32,668        31,472
                                          ----------     ---------
                                            109,260       108,064

Less:
Treasury  stock, at cost:  39,424  shares
at June 30, 1999 and September 30, 1998        (374)         (374)
                                          ----------    ----------
     Total stockholders' equity             108,886       107,690
                                          ----------    ----------
     Total liabilities and stockholders'
      equity                              $ 228,210     $ 208,362
                                          ==========    ==========

</TABLE>

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



                                    -3-

<TABLE>
<CAPTION>
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                             (unaudited)
              (in thousands except for per share data)






                                     Nine Months      Three Months
                                    1999     1998     1999     1998
<S>                               <C>       <C>      <C>      <C>
Sales                             $97,536   $88,934  $32,191  $31,418
Cost of sales                      87,201    85,598   29,454   26,557
                                  --------  -------- -------- --------
     Gross profit                  10,335     3,336    2,737    4,861

Other costs and expenses, net:
 Selling, general and
   administrative                  (5,178)   (4,162)  (1,866)  (1,471)
 Gain on disposition of
   property and equipment              36       122       36      -
 Other                               (287)     (264)    (203)     -
Interest                           (2,984)   (2,389)  (1,100)    (799)
                                  --------  -------- --------  -------
Income(loss) before income taxes    1,922    (3,357)    (396)   2,591
Income tax expense(benefit)           726    (1,154)    (179)     935
                                  --------  -------- -------- --------
Net income(loss)                  $ 1,196   $(2,203) $  (217) $ 1,656
                                  ========  ======== ======== ========

Net income(loss)per common share,
 basic and diluted:               $   .12   $  (.21) $  (.02) $   .16
                                  ========  ======== ======== ========
Average number of common shares
 outstanding, basic and diluted    10,310    10,310   10,310   10,310
                                  ========  ======== ======== ========
</TABLE>


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


                                   -4-


<TABLE>
<CAPTION>
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE NINE MONTHS ENDED JUNE 30, 1999 AND 1998
                             (unaudited)
                           (in thousands)

                                                            1999       1998
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                      <C>        <C>
Net income(loss)                                         $  1,196   $ (2,203)
                                                         ---------  ---------
  Adjustments to reconcile net income(loss) to net
   cash used for operating activities:
  Depreciation and amortization                             5,932      5,229
 (Decrease) in deferred income taxes                         (138)    (1,155)
 (Gain) on disposition of property and
   equipment and other                                        (36)      (122)
Change in assets & liabilities:
 (Increase) in receivables                                 (2,394)    (4,611)
 Decrease in advances on fruit purchases                      879        440
 (Increase) in inventory                                  (18,448)    (8,607)
 (Increase)decrease in prepaid and other                     (165)       490
 (Decrease)increase in accounts payable and
  accrued liabilities                                      (5,190)     2,731
 Increase in income taxes payable                             117        523
Other, net                                                    148         33
                                                         ---------  ---------
Total adjustments                                         (19,295)    (5,049)
                                                         ---------  ---------
Net cash used for operating activities                    (18,099)    (7,252)
                                                         ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of property & equipment                    187        859
Decrease in note & mortgage receivables                       136        -
Additions to property & equipment                          (5,052)    (6,263)
Increase in other assets                                   (1,001)      (602)
                                                         ---------  ---------
Net cash used for investing activities                     (5,730)    (6,006)
                                                         ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of treasury stock                                    -            3
Proceeds from short-term debt                               3,000        -
Proceeds from long-term debt                               20,338     12,678
                                                         ---------  ---------
Net cash provided by financing activities                  23,338     12,681
                                                         ---------  ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS                    (491)      (577)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              841      1,009
                                                         ---------  ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $    350   $    432
                                                         =========  =========
</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, 1999

       -    Audited Consolidated Balance Sheet at September 30, 1998

       -    Unaudited Consolidated Statements of Operations for the nine
            and three month periods ended June 30, 1999 and 1998

       -    Unaudited Consolidated Statements of Cash Flows for the nine
            month periods ended June 30, 1999 and 1998


2.   NOTES PAYABLE AND LONG-TERM DEBT

      As  of  June 30, 1999, the Company had access to a $50 million
working capital credit facility payable in April 2001.  Accordingly,
the balance at June 30, 1999 was classified as long-term debt.  This
facility is collateralized by most of the Company's current  assets.
The   outstanding  balance  at  June  30,  1999  was   approximately
$47,140,000   leaving   approximately  $460,000   additionally
available to be borrowed under a borrowing base calculation of this
facility.   The interest  rate on this facility is variable based
upon the financial institution's cost of funds plus a margin.

     Additionally, as of June 30, 1999 the Company had a $10 million
short-term capital revolving credit facility.  As of June  30,  1999
the  outstanding  balance  on this facility  was  $3  million.   The
interest  rate on this facility is variable based upon the financial
institution's cost of funds plus a margin.

      As  of June 30, 1999, the Company's outstanding long-term debt
(including  the $47,140,000 balance on the working capital  line  of
credit  facility) was approximately $78,992,000 of which  $3,702,000
matures  in  the  next  twelve months and the remainder  matures  at
various times over the subsequent nine years.

      Interest  paid, net of amounts capitalized, was  approximately
$3,003,000  and $2,412,000 for the nine months ended June  30,  1999
and  1998,  respectively.   Interest capitalized  was  approximately
$317,000  and $401,000 for the nine months ended June 30,  1999  and
1998, respectively.

      The  Company  is exposed to interest changes  primarily  as  a
result of its variable rate credit facility and its long-term, fixed-
rate  debt  used to finance the Company's activities.  The Company's
interest  rate risk management objective is to limit any unfavorable
impact  of interest rate changes on earnings and cash flows  and  to
lower  its overall borrowing costs.  To achieve its objectives,  the


                                   -6-


Company  borrows at both fixed and variable rates on  its  long-term
debt and is currently a party to an interest rate swap agreement  on
a portion of its variable rate credit facility, which provides for a
fixed  rate of 5.07% per annum on a notional amount of $10  million.
The  interest  rate differential is reflected as  an  adjustment  to
interest expense over the life of the swaps.

      The  following table represents information for  all  interest
rate  swaps  at  June  30,  1999.   The  notional  amount  does  not
necessarily   represent  amounts  exchanged  by  the  parties   and,
therefore,  is not a direct measure of the exposure of the  Company.
The  fair  value  approximates the cost to  settle  the  outstanding
contract.

Notional Amount     Fair Value   Carrying Value   Unrecognized Gain

 $10,000,000          $90,771         $-0-             $90,771

      Certain mortgage agreements contain loan covenants.   At  June
30,  1999  the Company  was out of  compliance with a loan  covenant
related to its debt to equity ratio.  The Company received a  waiver
from the financial institution on  this  covenant for a period that,
in Management's judgment, will allow the Company to achieve compliance
and, therefore, avoid early repayment of this loan.  (See Management's
Discussion and Analysis - Liquidity  and Capital Resources.)

      Additionally, the Company filed a report on Form 8-K  on  July
23, 1999 disclosing a potential change of control.  Such a change of
control would subject substantially all of the Company's outstanding
long-term  and short-term debt to call provisions contained  in  the
debt  instruments.   (See  Management's Discussion  and  Analysis  -
Liquidity and Capital Resources.)


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

                      June 30,   September 30,
                        1999          1998

<S>                   <C>           <C>

Finished goods        $56,556       $35,390
Fruit-on-tree           9,401        11,099
Other                   2,973         3,993
                      -------       -------
Total                 $68,930       $50,482
                      =======       =======

</TABLE>

    As  of June 30, 1999 the Company held futures contracts as hedge
positions  for frozen concentrated orange juice ("FCOJ").   The  net
futures  positions totaled approximately $9,797,000 with  unrealized
losses  of  approximately $545,000.  Exposure to  off-balance  sheet
risk related to these positions results from market fluctuations  of
FCOJ future prices relative to the Company's open positions.  As  of
June  30,  1999  cash  deposits with brokers  totaled  approximately
$957,000 and vary with market price fluctuations.


                                   -7-


4. OTHER

    Substantially  all  sales  are to entities  that  market  citrus
beverages  and  related products.  During the nine and  three  month
periods  ended  June  30, 1999, the Company had  two  customers  who
individually accounted for approximately 22.4% and 19.9%, and  23.7%
and  17.8%  of total sales for the respective periods.   During  the
nine  and  three month periods ended June 30, 1998, the Company  had
two customers who individually accounted for approximately 19.7% and
14.5%,  and  20.1%  and  16.7% 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.

<TABLE>
<CAPTION>
   Income tax expense (benefit) for the nine and three month periods
ended  June  30,  1999  and  1998, consists  of  the  following  (in
thousands):

                                 Nine Months       Three Months
                                Ended June 30,     Ended June 30,
                                1999      1998     1999     1998
<S>                            <C>        <C>      <C>      <C>
Current:
 Federal income tax            $   727  $   -      $    4    $  -
 State income tax                  137      -           1       -
                               -------- --------   -------   -------
     Total                     $   864  $   -      $    5    $  -
                               -------- --------   -------   -------
Deferred:
 Federal income tax
  (benefit)expense             $  (125) $(1,043)   $ (167)   $  845
 State income tax
  (benefit)expense                 (13)    (111)      (17)       90
                               -------- --------  --------   -------
     Total                     $  (138) $(1,154)   $ (184)   $  935
                               -------- --------   -------   -------
Total provision for income
 tax expense(benefit)          $   726  $(1,154)   $ (179)   $  935
                               ======== ========   =======   =======
</TABLE>


                                   -8-

<TABLE>
<CAPTION>


    Following is a reconciliation of the expected income tax expense
(benefit) computed at the U.S. Federal statutory rate of 34% and the
actual  income  tax expense (benefit) for the nine and  three  month
periods ended June 30, 1999 and 1998 (in thousands):

                                      Nine Months          Three Months
                                    Ended June 30,        Ended June 30,
                                    1999      1998        1999     1998
<S>                                <C>       <C>         <C>       <C>
Expected income tax
 expense(benefit)                  $   653   $(1,141)    $ (135)   $ 881
Increase(decrease)resulting from:
  Permanent items and other             20        44        (32)      (1)
  State income taxes, and other,
   net of federal tax benefit           53       (57)       (12)      55
                                   -------   --------    -------   ------
Total provision for income
 tax expense(benefit)              $   726   $(1,154)    $ (179)   $ 935
                                   =======   ========    =======   ======
</TABLE>

6. APPLICATION OF ACCOUNTING STANDARDS

      In June 1998 the Financial Accounting Standards Board ("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.

     In June 1999, the FASB issued SFAS 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of
FASB Statement No. 133, an Amendment of FASB Statement No. 133".   SFAS
No. 137 amends the effective date of SFAS No. 133 to all financial
quarters of all years beginning after June 15, 2000.

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


                                    -9-



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


Fiscal 1999 versus Fiscal 1998

     The  following  is  management's  discussion  and  analysis  of
significant  factors  that  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,  1999  to
operations for the nine and three month periods ended June 30, 1998.

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

<TABLE>
<CAPTION>

    Nine Months (YTD) and Three Months (QTR) Ended June 30, 1999
 versus Nine Months (YTD) and Three Months (QTR) Ended June 30, 1998
                        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      $9,189   $  865  $2,175  $3,007   $ 7,014  $(2,142)
Grove Management
  Division               (587)     (92)   (572)   (110)      (15)      18
                       -------  ------- ------- -------  -------- --------
Total                  $8,602   $  773  $1,603  $2,897     6,999   (2,124)
                       =======  ======= ======= =======

Other costs and expenses net:
 Selling, general and administrative                      (1,016)    (395)
 Gain on disposition of property and equipment               (86)      36
 Other                                                       (23)    (203)
Interest                                                    (595)    (301)
                                                         -------- --------
Income(loss) before income taxes                           5,279   (2,987)
Provision for income taxes                                (1,880)   1,114
                                                         -------- --------
Net income(loss)                                         $ 3,399  $(1,873)
                                                         ======== ========

</TABLE>


                                SALES

    Sales  for the nine and three month periods ended June 30,  1999
increased   approximately  $8,602,000  and  approximately   $773,000
respectively, compared to the same periods in the prior  year.   The
Beverage Division accounted for the principal increases for the nine
and  three  month  periods with increases in sales of  approximately
$9,189,000  and  $865,000, respectively.  Grove Management  Division
sales  decreased  by  approximately $587,000  and  $92,000  for  the
current nine and three month respective periods compared to the same
periods in the prior year.


BEVERAGE   DIVISION    The   Beverage   Division   sales   increased
approximately $9,189,000 and $865,000 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 in  volumes
and prices.  The effects of these changes are quantified below.

    Revenues  from  the  sale  of the Company's  bulk  citrus  juice
products increased approximately $3,286,000 during the current  nine
month  period  and  decreased approximately  $1,038,000  during  the
current three month period compared to the same periods in the prior
year.  As part of the increase during the current nine month period,
revenues  from  increased prices of bulk citrus juice products  sold


                                   -10-


increased approximately $12,634,000.  However, this increase in prices
during the current nine month period was partially offset  by decreased
volume  for bulk citrus juice products  of  approximately  $9,348,000
compared to the same period in the prior  year.   During the  current
three month period a decrease in volume resulted in a decrease in revenues
of approximately $2,439,000 for  bulk  citrus juice  products compared to
the same period in  the  prior  year.  However, increased prices of bulk
citrus juice products sold  during the current three month period increased
revenues approximately $1,401,000 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.   The  final  crop was 185,700,000  boxes  of  round
oranges,  which represents a significant decrease from  the  1997-98
crop of 244,000,000 boxes and the 1996-97 crop of 226,200,000 boxes.
This  significant  decrease has had the effect of increasing  prices
for bulk citrus juices throughout the first three quarters of fiscal
1999 compared to the same periods in the prior year.

    Sales  of the Company's packaged citrus juice products increased
approximately $5,966,000 and $1,607,000 during the current nine  and
three  month respective periods compared to the same periods in  the
prior year.  Contributing to these increases in revenues were higher
prices  for  the  packaged  citrus juice products  sold  during  the
current  nine and three month periods of approximately $466,000  and
$562,000 respectively. Additionally, there were increases in volumes
of  approximately $5,500,000 and $1,045,000 during the current  nine
and three month respective periods.

    The  Company's non-orange packaged juices and drink base product
sales  decreased  approximately $312,000  and  $221,000  during  the
current nine and three month periods compared to the same periods in
the prior year.  Of these decreases, lower prices of  these products
accounted for  decreases  in revenues of approximately $765,000  and
$547,000 during  the current nine and three month periods. Partially
offsetting  these price  decreases were increases in volume of
approximately  $453,000 and  $326,000  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
$630,000  and  $886,000  during the current  nine  and  three  month
periods  compared to the same periods in the prior year.   Of  these
increases,   revenues   from  by-products  increased   approximately
$626,000  and  $377,000  during the current  nine  and  three  month
periods  as a result of higher prices for by-products sold  compared
to  the same periods in the prior year.  Additionally, revenues from
the  sale of by-products increased approximately $4,000 and $509,000
during  the current respective nine and three month periods  due  to
increased volume of 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  $381,000  and
$369,000   during   the  current  nine  and  three   month   periods
respectively compared to the same periods in the prior  year.  These
decreases  were  due primarily to decreases in the volume  of  these
services performed compared to the same periods in the prior year.


                                   -11-



GROVE MANAGEMENT DIVISION  Grove Management Division sales decreased
approximately  $587,000 and $92,000 for the current nine  and  three
month periods respectively compared to the same periods in the prior
year.   The principal decrease in revenues of approximately $837,000
and  $166,000  during  the  current nine  and  three  month  periods
resulted  principally  from  a reduction  in  harvesting  and  grove
caretaking  services performed. However, partially offsetting  these
decreases  were  increases during the current nine and  three  month
periods  in revenues of approximately $250,000 and $74,000 primarily
as  a result of increases in the prices of fruit sold to third party
packers and processors.


                            GROSS PROFIT

    Gross profit for the current nine and three month periods  ended
June  30,  1999  increased  approximately $6,999,000  and  decreased
approximately $2,124,000 respectively compared to the  same  periods
in   the  prior  year.   The  principal  increase  of  approximately
$7,014,000  during the current nine month period and  the  principal
decrease of approximately $2,142,000 during the current three  month
period  occurred  in the Beverage Division.  Gross  profit  for  the
Grove  Management Division decreased during the current  nine  month
period  by  approximately  $15,000 and  increased  by  approximately
$18,000  during the current three month period compared to the  same
periods in the prior year.

BEVERAGE  DIVISION  Gross profit of the Beverage Division  increased
approximately  $7,014,000  and  decreased  approximately  $2,142,000
during  the current nine and three month respective periods compared
to  the  same  periods in the prior year.  These  changes  were  the
result  of  numerous offsetting increases and decreases in  volumes,
prices,  costs of production and combinations thereof.  The  effects
of these changes are quantified below.

    Sales  of bulk citrus juice products contributed to the increase
in   gross   profit  during  the  current  nine  month   period   of
approximately $7,812,000 compared to the same period  in  the  prior
year.  Of this increase approximately $12,634,000 resulted from  the
previously mentioned increased prices for these products.   However,
during   the  current  nine  month  period  gross  profit  decreased
approximately $4,822,000 principally as a result of higher costs  of
raw  fruit  and  concentrate used in the production of  bulk  citrus
juice  products.  Gross profit from the sale of bulk citrus products
decreased  approximately $1,451,000 during the current  three  month
period  compared  to  the same period in the prior  year.   Of  this
decrease approximately $2,085,000 resulted from higher costs of  raw
fruit  and  concentrate.  Additionally, decreased  volumes  of  bulk
citrus products sold during the current three month period decreased
gross  profit by approximately $767,000 compared to the same  period
in  the  prior  year.  Partially offsetting these decreases  was  an
increase of approximately $1,401,000 due to the previously mentioned
higher prices during the current three month period compared to  the
same period of 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
June  30,  1999  the  Company held contracts for FCOJ  futures  with
unrealized  losses of approximately $545,000 which would  have  been
realized if said positions had been prematurely liquidated  on  that
date.   These  unrealized losses are based upon the  closing  market
prices  of  equivalent futures obligations and  do  not  necessarily
represent prices at which the Company expects to sell the FCOJ.


                                   -12-


    The  table  below provides information about the Company's  FCOJ
futures  contracts,  that  are sensitive  to  changes  in  commodity
prices,  specifically  FCOJ prices.  The table  presents  the  total
dollar  contract amount by expected maturity dates. Contract amounts
are  used  to  calculate  the contractual payments  of  FCOJ  to  be
exchanged  under the futures contracts. Contractual cash flows  from
these  derivative  financial instruments, if executed  at  maturity,
would be as follows at June 30, 1999:

                                Contractual
                                Cash Flows
                             Inflows/(Outflows)        Maturity Date

FCOJ Futures (Net long)         $(9,797,000)       July - November 1999


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

   Gross profit on sales of packaged citrus juice products decreased
approximately  $1,533,000 and $630,000 during the current  nine  and
three  month respective periods compared to the same periods in  the
prior year.  Higher costs of production during the current nine  and
three  month  periods accounted for decreases  in  gross  profit  of
approximately  $1,999,000  and $1,192,000 respectively.  Partially
offsetting these  decreases  during the current nine and three  month
periods, gross profit increased approximately $466,000 and  $562,000
respectively as a result of the previously mentioned higher prices.

    Gross  profit from the sale of the Company's non-orange packaged
juices  and  drink base products increased approximately  $1,231,000
and  $416,000  during  the current nine and three  month  respective
periods  compared  to  the same periods in the  prior  year.   Gross
profit  increased approximately $1,996,000 and $963,000  during  the
current  nine and three month periods as a result of lower costs  of
production.   Partially offsetting  these  increases were  decreases
in  gross profit of  approximately $765,000 and $547,000 during  the
current nine and three month periods respectively as a result of the
previously mentioned price decreases.

   Gross profit from citrus by-products, including feed, pulp cells,
and citrus oils, increased approximately $242,000 during the current
nine  month  period and decreased approximately $113,000 during  the
current three month period.  The previously mentioned higher  prices
for by-products sold during the current nine and three month periods
resulted in increases in gross profit of approximately $626,000  and
$377,000 during the respective current periods compared to the  same
periods in the prior year.  During the current nine and three  month
periods higher costs of production for by-products sold resulted  in
decreases  in  gross profit of approximately $384,000  and  $490,000
respectively.

    Gross  profit  from  storage,  handling,  and  other  activities
decreased by approximately $388,000 and $364,000 during the  current
nine  and three month periods principally due to a decrease  in  the
volume  of these services compared to the same periods in the  prior
year.

    During  the current nine 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.  The insurance
recoveries for these losses were made in fiscal 1998.  There  was
no comparable payment in the current period.


                                   -13-


GROVE  MANAGEMENT DIVISION    Grove Management Division gross profit
decreased approximately $15,000 and increased approximately  $18,000
during  the  current  nine  and  three  month  periods  respectively
compared  to  the  same  periods in the  prior  year.   The  primary
decreases  of  approximately $225,000 and $13,000  in  gross  profit
during  the current nine and three month periods resulted  from  the
combination  of  a  reduction  in  the  volume  of  caretaking   and
harvesting  services  along  with  higher  costs  to  provide  these
services.  However, partially offsetting the decrease in the current
nine  month  period was an increase in gross profit of approximately
$210,000  resulting from an increase in the price of fruit  sold  to
third  party  packers  and  processors.   The  primary  increase  of
approximately $31,000 in gross profit during the current three month
period resulted from an increase in the volume of fruit sold.


            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling,   general   and  administrative   expenses   increased
approximately $1,016,000 and approximately $395,000 for the  current
nine  and  three  month periods respectively compared  to  the  same
periods  in  the  prior year.  Of the increase in the  current  nine
month  period,  approximately $219,000 was due  to  an  increase  in
salary and benefit costs, and $797,000 resulted from an increase  in
other  costs.   In  the current three month period  an  increase  of
approximately $78,000 was due to an increase in salary  and  benefit
costs,  and an increase of approximately $317,000 resulted  from  an
increase in other costs.


        GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT

    The  decreased gain on the disposition of property and equipment
of  approximately $86,000 for the current nine month  period  ending
June  30,  1999  compared to the same period in the prior  year  was
principally due to the gain from insurance proceeds on damage to the
product storage warehouse in fiscal year 1998 for where there was no
comparable  event  in  the same period of  fiscal  year  1999.   The
increased   gain  on  disposition  of  property  and  equipment   of
approximately $36,000 during the current three month period resulted
primarily  from the disposal of commercial properties  not  used  in
citrus production.


                            OTHER EXPENSE

    Other  expenses  increased approximately  $23,000  and  $203,000
during  the  current  nine and three month periods  respectively  as
compared  to  the  same periods in the prior year.  These  increases
resulted primarily from increased amortization costs.


                          INTEREST EXPENSE

    Interest  expense increased approximately $595,000 and  $301,000
during  the current nine and three month respective periods compared
to  the  same  periods in the prior year.  The primary increases  of
approximately $852,000 and $518,000 for the current nine  and  three
month periods were due to increases in the average outstanding debt.
During  the  current  nine  and three  month  periods  increases  of
approximately  $84,000  and  $60,000  were  due  to   decreases   in
capitalized interest.  Also, during the current nine and three month
periods, increases of approximately $51,000 and $17,000 were due  to
increases in  other interest charges.  Offsetting these  increases
were  decreases  of  approximately  $392,000   and $294,000 for the
current nine and three month periods which resulted from decreases
in interest rates.


                                    -14-


                   LIQUIDITY AND CAPITAL RESOURCES

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

    The  Company's  ability to generate cash adequate  to  meet  its
needs,  including  the  financing  of  its  inventories  and   trade
receivables,  has  been  supported  primarily  by  cash  flow   from
operations  and  periodic borrowings under its primary  $50  million
credit   facility.    This  facility  is  principally   secured   by
substantially all of the Company's current assets.  The  outstanding
balance  at  June  30,  1999  was  approximately  $47,140,000.   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 2001; accordingly, it  is
classified  as  long-term debt.  The Company  anticipates  that  the
working  capital  facility  will be adequately  serviced  with  cash
proceeds from operations.

    Additionally, as of June 30, 1999 the Company had a $10  million
short-term capital revolving credit facility.  As of June  30,  1999
the  outstanding  balance  on this facility  was  $3  million.   The
interest  rate on this facility is variable based upon the financial
institution's cost of funds plus a margin.

   Current assets increased approximately $20,001,000 as of June 30,
1999  compared  to September 30, 1998.  The principal  component  of
this was an increase in inventories of approximately $18,448,000 due
to the seasonal accumulation of inventories.  The Company's accounts
receivable  balance  increased approximately $2,394,000  during  the
nine months ending June 30, 1999 due principally to increased sales.
Additionally,   there  was  a  decrease  in  cash   and   short-term
investments of approximately $491,000.  Advances on fruit  purchases
decreased  approximately  $879,000  as  the  Company  processed  the
purchased fruit and collected these advances.  Other current  assets
increased  approximately $168,000 and deferred tax assets  increased
approximately $361,000.

   Current liabilities decreased approximately $2,124,000 during the
first  nine  months of fiscal 1999 compared to September  30,  1998.
This decrease was principally due to a decrease of approximately
$3,175,000 in accrued expenses associated  with fruit purchases.
Additionally, there was a decrease  in accounts payable  and  other
accrued  expenses  of approximately $1,898,000.  There  was  also  a
decrease  of  $51,000  in  the current portion  of  long-term  debt.
Offsetting  these decreases was a $3,000,000 increase  in  the  note
payable.

    At  June  30, 1999 the Company's outstanding long-term debt  was
approximately $75,290,000 including the working capital facility  of
approximately $47,140,000.  In addition current installments of long-
term  debt were approximately $3,702,000 with the remaining  amounts
due  on  various dates over the subsequent nine years.  The  Company
anticipates  that amounts due over the next twelve  months  will  be
paid  out of working capital.  At June 30, 1999 the Company was  out
of  compliance with one loan covenant related to its debt to  equity
ratio.  This lender has waived this requirement for a period  that,
in   management's  judgment,  will  allow  the  Company  to  achieve
compliance  and,  therefore, avoid early  repayment  of  this  loan.

    On  July  14, 1999 Ben Hill Griffin, Inc. and Ben Hill  Griffin,
III,  collectively holding the majority interest  of  52.4%  of  the
Company's  outstanding shares, entered into a letter of intent  with
Reservoir  Capital Group, LLC ("Reservoir") to sell these shares  of
Orange-co,  Inc.  to  Reservoir.


                                    -15-

Also on July 14, 1999, the Company joined in the signing of a non-
binding letter of agreement with Ben  Hill Griffin, Inc., Ben Hill
Griffin, III, and Pasco Acquisitions, Inc. ("Pasco") to  sell  the
processing plant and beverage and food service assets of the Company
to Pasco if Reservoir or its affiliates complete the acquisition of
the outstanding shares of the Company.

    The  Company  filed  a  report on Form  8-K  on  July  23,  1999
disclosing the aforementioned potential change in control (see Exhibits
and Reports on  Form  8-K  - Item 6) of the Company.  Such a change in
control would  subject substantially all of the Company's outstanding
long-term and short-term debt to the call provisions contained in the
debt instruments.  The Company has entered into discussions with these
lenders for the purpose of establishing an orderly transition if the
contemplated transactions are completed.

    During the first nine months of the current fiscal year, capital
expenditures   of   approximately  $222,000  were   made   for   the
installation  of new irrigation systems on 2,265 acres  of  Company-
owned  groves.  Also, costs of caring for newly planted citrus trees
in  the  amount  of  approximately $1,189,000 were capitalized,  and
expenditures   of  approximately  $540,000  were  made   for   grove
operations  equipment.  Additionally, expenditures of  approximately
$3,101,000  were  made  during the same  period  primarily  for  the
purpose  of  improving  the  efficiency  of  the  Bartow  processing
facility.


                      OTHER SIGNIFICANT EVENTS

    In  October  1998  the United States Department  of  agriculture
("USDA")   announced  a  Florida  crop  estimate  of   approximately
190,000,000  boxes  of round oranges for the  1998-99  season.   The
final  Florida  crop  of 185,700,000 boxes of round  oranges  was  a
significant  decrease from the 1997-98 Florida crop  of  244,000,000
boxes.

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

   During  the  past four fiscal years, the Company has been
improving and updating its computer systems  to enhance  the
efficiency  of its production, processing,  marketing, sales
and  management  systems. It has concurrently  addressed  the
"Year 2000" issue.  Management believes that the new systems will be
completed  in fiscal 1999 and that the Company's systems  will  then
also be in compliance with "Year 2000" issues.  While the Company is
communicating with certain key suppliers and customers to  determine
their  Year  2000  readiness, there can be  no  assurance  that  the
failure of such third parties to adequately address their respective
Year  2000  issues will not have a material adverse  effect  on  the
Company's business, financial condition and results of operations.

   The  total  cost  to  the Company of these Year  2000  Compliance
activities  has  not been estimated since they have  been  addressed
concurrently  with the computer updating effort which  has  been  in
process  for  four  years. It is, therefore, not  considered  to  be
material   to  the  Company's  financial  position  or  results   of
operations in any given year.  These costs and the date on which the
Company  plans  to complete the Year 2000 modification  and  testing
processes  are  based  on management's best  estimates,  which  were
derived  utilizing numerous assumptions of future events,  including
the   continued  availability  of  certain  resources,   third-party
modification  plans and other factors.  However,  there  can  be  no
guarantee that these estimates will be achieved, and actual  results
could differ from those plans.


                                   -16-



                           PART I - ITEM 3
      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


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



                     PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                               EXHIBIT
A.  Exhibit No.

       27        Financial Data Schedule (Electronic Filing Only)


B.   Reports on Form 8-K

   On July 14, 1999 the Company issued a press release describing  a
   potential  change of control including the elements contained  in
   the  related  letters of intent.  On July 23,  1999  the  Company
   filed  a  Form  8-K with these letters of intent  and  the  press
   release  attached  as  exhibits and are  incorporated  herein  by
   reference.

                              DESCRIPTION

   Exhibit 10.34     Letter of Intent from Reservoir Capital Group,
                     LLC  to  Ben Hill Griffin, Inc. and  Ben  Hill
                     Griffin, III, dated July 14, 1999

   Exhibit 10.35     Letter  of  Intent between Pasco  Acquisition,
                     Inc.  and Ben Hill Griffin, Inc. and Ben  Hill
                     Griffin, III, dated July 14, 1999

   Exhibit 99.4      Press  Release  dated July 15, 1999,  entitled
                    "Orange-co, Inc. Announces Potential Change of
                     Control"


                                   -17-


                             SIGNATURES

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

                                  ORANGE-CO, INC.
                                  (Registrant)

   Date: August 16, 1999          By: /s/ Gene Mooney
                                      ------------------------------------
                                      Gene Mooney
                                      President and
                                      Chief Operating Officer


   Date: August 16, 1999          By: /s/ Dale A. Bruwelheide
                                      ------------------------------------
                                      Dale A. Bruwelheide
                                      Vice President, Chief Financial Officer,
                                      and Principal Accounting Officer


                                   -18-