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, 1998

                                 OR

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

For the transition period from                  to

Commission File No. 1-6442

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

                               FLORIDA
   (State or other jurisdiction of incorporation or organization)

                             59-0918547
                (IRS Employer Identification Number)
                                  
  2020 U.S. Highway 17 South, P. O. Box 2158, Bartow, Florida 33830
              (Address of principal executive offices)

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


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

                             Yes  XX  No

Number of shares outstanding of common stock, $.50 par value, as  of
August 14, 1998: 10,309,975 shares


                                -1-


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

PART I.  FINANCIAL INFORMATION

       ITEM 1.  FINANCIAL STATEMENTS


       Consolidated Balance Sheets                                      3
        June 30, 1998 (unaudited) and September 30, 1997 (audited)

       Consolidated Statements of Operations (unaudited)                4
        Nine and Three Months ended June 30, 1998 and 1997

       Consolidated Statements of Cash Flows (unaudited)                5
        Nine Months ended June 30, 1998 and 1997

       Notes to Consolidated Financial Statements (unaudited)         6-9

       ITEM 2.

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

PART II. OTHER INFORMATION

       ITEM 6

       Exhibits and Reports on Form 8-K                               16

SIGNATURES                                                            17

                                 -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,
                                            1998           1997
ASSETS                                   (unaudited)     (audited)
<S>                                       <C>         <C>
Current assets:                                       
Cash and short-term investments           $     432   $   1,009
Receivables                                  13,052       8,441
Advances on fruit purchases                      11         451
Inventories                                  55,696      47,089
Deferred income tax                           2,882       2,398
Prepaid and other                               193         683
                                          ----------  ----------
     Total current assets                    72,266      60,071
                                          ----------  ----------
Property and equipment, net                 123,946     123,271
                                          ---------   ----------
Other assets:                                         
Excess of cost over net assets of                                
 acquired companies                          10,742      11,024
Notes receivable                              1,458       1,458
Other                                         6,121       5,305
                                          ----------  ----------
     Total other assets                      18,321      17,787
                                          ----------  ----------
     Total assets                         $ 214,533   $ 201,129
                                          ==========  ==========
                                                      
LIABILITIES AND STOCKHOLDERS' EQUITY                  
                                                      
Current liabilities:                                  
Current installments on long-term debt    $   3,413   $   7,276
Accounts payable                              5,455       4,113
Accrued liabilities                          11,065       9,154
                                          ----------  ----------
     Total current liabilities               19,933      20,543
Deferred income taxes                        23,005      23,676
Other liabilities                             1,390       1,046
Long-term debt                               63,305      46,764
                                          ----------  ----------
     Total liabilities                      107,633      92,029
                                          ----------  ----------
Stockholders' equity:                                 
Preferred   stock,   $.10  par   value,             
 10,000,000 shares authorized; none issued        -           -
Common  stock, $.50 par value, 30,000,000             
 shares authorized; 10,349,399 issued         5,175       5,175
Capital in excess of par value               71,417      71,417
Retained earnings                            30,682      32,887
                                          ----------  ----------
                                            107,274     109,479
Less:                                                 
Treasury stock, at cost: 39,424 shares             
at June 30, 1998 and 39,924 shares at 
September 30, 1997                             (374)       (379)
                                          ----------  ----------    
     Total stockholders' equity             106,900     109,100
                                          ----------  ----------
     Total liabilities and   
      stockholders' equity                $ 214,533   $ 201,129
                                          ==========  ==========
</TABLE>

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

       
                                -3-


<TABLE>
<CAPTION>
                                  
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                             (unaudited)
              (in thousands except for per share data)


                                     Nine Months       Three Months
                                    1998     1997     1998      1997
<S>                               <C>       <C>      <C>       <C>
Sales                             $88,934   $83,938  $31,418   $26,360
Cost of sales                      85,598    75,479   26,557    25,362
                                  --------  -------  --------  -------- 
     Gross profit                   3,336     8,459    4,861       998
Other costs and expenses, net:                               
 Selling, general and              
  administrative                   (4,162)   (4,247)  (1,471)     (928)
 Gain(loss) on disposition of                               
  property and equipment              122       (18)       -         -
 Other                               (264)       (9)       -        47
Interest                           (2,389)   (2,006)    (799)     (817)
                                  --------  -------- --------  --------
Income(loss) before income taxes   (3,357)    2,179    2,591      (700)
Income tax expense (benefit)       (1,154)      819      935      (245)
                                  --------  -------- --------  --------
Net income(loss)                  $(2,203)  $ 1,360  $ 1,656   $  (455)
                                  ========  ======== ========  ========
Net income (loss) per common and                            
 common equivalent shares:        $  (.21)  $   .13  $   .16   $  (.04)
                                  ========  ======== ========  ========
Average number of common and                            
 common equivalent shares 
 outstanding                       10,310    10,306   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 NINE MONTHS ENDED JUNE 30, 1998 AND 1997
                             (unaudited)
                           (in thousands)
                                  
                                                        1998         1997
CASH FLOWS FROM OPERATING ACTIVITIES:                
<S>                                                   <C>           <C>
Net (loss)income                                      $ (2,203)     $ 1,360
                                                      ---------     --------
 Adjustments to reconcile net income to net          
  cash provided by (used for) operating activities:
 Depreciation and amortization                           5,229        4,288
 Increase(decrease) in deferred income taxes            (1,155)         327
 (Gain)loss on disposition of property              
  and equipment and other                                 (122)          18
Change in assets & liabilities:                      
 (Increase)decrease in receivables                      (4,611)       5,283
 Decrease in advances on fruit purchases                   440          717
 (Increase) in inventory                                (8,607)     (16,355)
 (Increase)decrease in prepaid and other                   490         (174)
 Increase(decrease) in accounts payable and          
  accrued liabilities                                    2,731       (4,470)
 Increase(decrease) in income taxes payable                523       (1,468)
Other, net                                                  33           63
                                                      ---------   ----------    
Total adjustments                                       (5,049)     (11,771)
                                                      ---------   ----------
Net cash (used for) operating activities                (7,252)     (10,411)
                                                      ---------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:                
                                                     
Proceeds from sale of property & equipment                 859            8
Decrease in note & mortgage receivables                      -          692
Additions to property & equipment                       (6,263)      (6,460)
(Increase) in other assets                                (602)        (655)
                                                      ---------   ----------
Net cash (used for) investing activities                (6,006)      (6,415)
                                                      ---------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:                
                                                     
Issuance of treasury stock                                   3           38
Cash dividends paid                                          -       (1,031)
Proceeds from short-term debt                                -        3,000
Proceeds from long-term debt                            12,678       14,587
                                                      ---------   ----------
Net cash provided by financing activities               12,681       16,594
                                                      ---------   ----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS               (577)        (232)
                                                      ---------   ----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         1,009        1,508
                                                      ---------   ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD            $    432    $   1,276
                                                      =========   ==========

</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, 1998
         
       -    Audited Consolidated Balance Sheet at September 30, 1997
         
       -    Unaudited Consolidated Statements of Operations for the nine
            and three month periods ended June 30, 1998 and 1997

       -    Unaudited Consolidated Statements of Cash Flows for the nine
            month periods ended June 30, 1998 and 1997
         
2.   NOTES PAYABLE AND LONG-TERM DEBT

      As  of  June  30, 1998, the Company had a $45 million  working
capital  line  of  credit payable in April 2000.   Accordingly,  the
balance at June 30, 1998 was classified as long-term.  This facility
is  collateralized  by most of the Company's  current  assets.   The
outstanding  balance at June 30, 1998 was approximately  $34,603,000
leaving approximately $7,997,000 additional funds available under  a
borrowing  base  calculation.  The interest rate is  variable  based
upon the financial institution's cost of funds plus a margin.

     Additionally, as of June 30, 1998 the Company had a $10,000,000
short-term capital revolving credit facility.  As of June  30,  1998
there  was  no  outstanding balance on this facility.  The  interest
rate  on  this  facility is also variable based upon  the  financial
institution's cost of funds plus a margin.

      As  of June 30, 1998, the Company's outstanding long-term debt
(including  the $34,603,000 balance on the working capital  line  of
credit) was approximately $66,718,000 of which $3,413,000 matures in
the  next  twelve months and the remainder matures at various  times
over the subsequent ten years.

      During  the third quarter of fiscal 1998 the Company increased
its  mortgages  by  approximately  $12,500,000.   These  funds  were
utilized  to pay down the long-term working capital line  of  credit
and the short-term capital revolving credit facility.

      Interest  paid, net of amounts capitalized, was  approximately
$2,412,000  and $1,994,000 for the nine months ended June  30,  1998
and  1997,  respectively.   Interest capitalized  was  approximately
$401,000  and $569,000 for the nine months ended June 30,  1998  and
1997, respectively.

      Certain mortgage agreements contain loan covenants.   At  June
30,  1998  the  Company was out of compliance  with  loan  covenants
related  to  debt service coverage and debt to equity ratios.   (See
Management's  Discussion  and  Analysis  -  Liquidity  and   Capital
Resources.)  Waivers were obtained from these financial institutions.


                                -6-


3. INVENTORIES

<TABLE>
<CAPTION>

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

                      June 30,   September 30,
                        1998        1997
                                   
<S>                   <C>       <C>
Finished goods        $44,953   $32,095
Fruit-on-tree           8,164    10,514
Other                   2,579     4,480
                      -------   -------
Total                 $55,696   $47,089
                      =======   =======

</TABLE>

    As  of  June  30,  1998  the Company held contracts  for  frozen
concentrated orange juice ("FCOJ") futures positions and net options
totaling approximately $14,023,000 and  $53,000  respectively,  with
unrealized   losses  on  futures  of  approximately   $401,000   and
unrealized gains on options of approximately $9,000. 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.   Cash deposit requirements with brokers as of  June  30,
1998  totaled approximately $401,000 and will vary with market price
fluctuations.

4. OTHER

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

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

5. INCOME TAXES

    Income  tax expense is calculated using the asset and  liability
method prescribed by Statement of Financial Accounting Standards No.
109  "Accounting  for  Income Taxes" ("FAS No.  109").   Under  this
method  deferred tax assets and liabilities are recognized  for  the
future  tax  consequences  attributable to differences  between  the
financial   statement  carrying  amounts  of  existing  assets   and
liabilities and their respective tax bases.  Deferred tax assets and
liabilities are measured using enacted tax rates expected  to  apply
to  taxable income in the years in which those temporary differences
are  expected  to be recovered or settled.  Under FAS No.  109,  the
effect  on  deferred tax assets and liabilities of a change  in  tax
rates  or  a  deferred tax asset valuation reserve is recognized  in
income  in  the  period that includes the enactment  or  revaluation
date.


                                -7-


<TABLE>
<CAPTION>

   Income tax expense (benefit) for the nine and three month periods
ended June 30, 1998 and 1997 consists of the following (in thousands):

                                      Nine Months      Three Months
                                     Ended June 30,   Ended June 30,
                                     1998     1997    1998     1997
<S>                                  <C>      <C>     <C>      <C>
Current:                                            
     Federal income tax(benefit)     $     -    $  365  $    -   $ (293)
     State income tax                      -       128       -        1
                                     --------   ------- -------  -------
     Total                           $     -    $  493  $    -   $ (292)
                                     --------   ------- ------- --------     
Deferred:                                           
     Federal income tax(benefit)     $(1,043)   $  365  $  845  $    71
     State income tax(benefit)          (111)      (39)     90      (24)
                                     --------   ------- ------- --------
     Total                           $(1,154)   $  326  $  935  $    47
                                     --------   ------- ------- --------     
Income tax expense(benefit)          $(1,154)   $  819  $  935  $  (245)
                                     ========   ======= ======= ========
</TABLE>


<TABLE>
<CAPTION>

    Following is a reconciliation of the expected income tax expense
(benefit) computed at the U.S. Federal statutory rate of 34% and the
actual  income  tax expense (benefit) for the nine and  three  month
periods ended June 30, 1998 and 1997 (in thousands):

                                         Nine Months        Three Months
                                        Ended June 30,     Ended June 30,
                                        1998       1997      1998     1997
<S>                                    <C>         <C>        <C>     <C>
Expected income tax(benefit)           $(1,141)    $741       $881    $(238)
Increase(decrease)resulting from:
  Permanent items and other                 44       17         (1)      11
  State income taxes, and other,
   net of federal tax benefit              (57)      61         55      (18)
                                       --------    -----      -----   ------
Total provision for income                            
 tax (benefit)                         $(1,154)    $819       $935    $(245)
                                       ========    =====      =====   ======

</TABLE>


                                -8-


6. CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

    The following table reflects the changes in Stockholders' Equity
since  September 30, 1997 as a result of net income(loss), dividends
paid, and treasury stock transactions (in thousands):

                                                      
                                               Treasury  
                      September 30,    Net      Stock      June 30,
                          1997        (Loss)    Issued       1998
<S>                  <C>          <C>         <C>        <C>
Common stock         $  5,175     $     -      $   -      $  5,175
Capital in excess                                          
 of par value          71,417           -          -        71,417
Retained earnings      32,887      (2,203)        (2)       30,682
Treasury stock           (379)          -          5          (374)
                     ---------    --------     ------     ---------
Total stockholders'   
 equity              $109,100     $(2,203)     $   3      $106,900
                     =========    ========     ======    =========

</TABLE>

7.  APPLICATION OF ACCOUNTING STANDARDS

    Effective for interim and annual financial statements for fiscal periods
ending after December 15, 1997, the Financial Accounting Standards Board 
("FASB") issued Statement of Financial Accounting Standards No. 128 "Earnings
per Share" (SFAS 128).  SFAS 128 requires the calculation of the Basic Earnings 
per Share and the Diluted Earnings per Share.  The Company adopted SFAS 128
at the beginning of fiscal 1998 ended December 31, 1997, the effect of which
was immaterial.

    Additionally, the Company adopted SFAS 129 "Disclosure of Information
about Capital Structure".  The effect of adopting SFAS 129 was immaterial.


                                -9-
                                  


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


Fiscal 1998 versus Fiscal 1997


   The following is management's discussion and analysis of
significant factors 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, 1998 to
operations for the nine and three month periods ended June 30, 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 (loss) between the respective periods.


<TABLE>
<CAPTION>

    Nine Months (YTD) and Three Months (QTR) Ended June 30, 1998
   vs Nine Months (YTD) and Three Months (QTR) Ended June 30, 1997
                        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          $ 5,229  $ 5,221  $10,343  $ 1,500  $(5,114) $ 3,721
Grove Management Division     (233)    (163)    (224)    (305)      (9)     142
                           -------- -------- -------- --------  -------- -------
Total                      $ 4,996  $ 5,058  $10,119  $ 1,195    (5,123)  3,863
                           ======== ======== ======== ========            

Other costs and expenses net:                                     
 Selling, general and administrative                                 85    (543)
 Gain on disposition of property and equipment                      140       -
 Other income and expense                                          (255)    (47)
Interest                                                           (383)     18
                                                                -------- -------
Income(loss) before income taxes                                 (5,536)  3,291
Provision for income taxes                                        1,973  (1,180)
                                                                -------- -------
Net income(loss)                                                $(3,563) $2,111
                                                                ======== =======
</TABLE>
                                  
                                SALES

   Sales for the nine and three month periods ended June 30, 1998
increased approximately $4,996,000 or 6.0% and approximately
$5,058,000 or 19.2%, 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 $5,229,000 and $5,221,000, respectively.
Grove Management Division sales decreased by approximately $233,000
and $163,000 for the current nine and three month respective periods
compared to the same periods in the prior year.


                                -10-


BEVERAGE DIVISION  The Beverage Division sales increased
approximately $5,229,000 or 6.6% and $5,221,000 or 20.9% in the
current nine and three month periods respectively compared to the
same periods in the prior year as a result of offsetting increases
and decreases.

   Revenues from the sale of the Company's bulk citrus juice
products increased approximately $7,792,000 during the current nine-
month period and approximately $5,599,000 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 the volume of bulk citrus juice products sold increased
approximately $15,003,000.  However, this increase in volume during
the current nine-month period was partially offset by decreased
prices for bulk citrus juice products of approximately $7,211,000
compared to the same period in the prior year.  During the current
three-month period an increase in prices resulted in an increase in
revenues of approximately $2,626,000 for bulk citrus juice products
compared to the same period in the prior year.  Additionally, the
volume of bulk citrus juice products sold during the current three-
month period increased revenues approximately $2,973,000 compared 
to the same period in the prior year.

   As the Company entered the 1997-98 season, the United States
Department of Agriculture ("USDA") announced in October 1997 a
significantly increased crop estimate of approximately 254,000,000
boxes of round oranges.  The final crop was 244,000,000 boxes of
round oranges, which provided the largest Florida crop in history.
The expectation of this record crop resulted in sharply decreased
prices of bulk FCOJ.  The Florida citrus industry is highly cyclical
subject to varying weather conditions and other natural phenomena
sometimes creating wide swings in economic conditions and
opportunities.

   Sales of the Company's packaged citrus juice products decreased
approximately $1,728,000 and $721,000 during the current nine and
three month respective periods compared to the same periods in the
prior year.  Contributing to these decreases in revenues were lower
prices for the packaged citrus juice products sold during the
current nine and three month periods of approximately $1,808,000 and
$807,000 respectively. Partially offsetting these decreases were
increases in volumes of approximately $80,000 and $86,000 during the
current nine and three month respective periods.

   The Company's non-orange packaged juices and drink base product
sales increased approximately $470,000 and $243,000 during the
current nine and three month periods compared to the same periods in
the prior year.  Increases in the volume of sales of these products
accounted for increases of approximately $417,000 and $53,000 during
the current nine and three month periods.  Additionally, increases
in prices contributed approximately $53,000 and $190,000 to
increased revenues during the current nine and three month
respective periods compared to the same periods in the prior year.

   Revenues from the sale of the Company's citrus by-products,
including feed, pulp cells, and citrus oils, decreased approximately
$1,141,000 and $832,000 during the current nine and three month
periods compared to the same periods in the prior year.  Of these
decreases, revenues from by-products decreased approximately
$1,957,000 and $551,000 during the current nine and three month
periods as a result of lower prices for by-products sold compared to
the same periods in the prior year.  Partially offsetting this
decrease in revenues during the current nine-month period was an
increase in revenues due to an increase in the volume of by-products
sold of approximately $816,000.  However, during the current 
three-month period revenues decreased by approximately $281,000 
as a result of decreased volumes of by-products sold.


                                 -11-


   Storage, handling, processing citrus for customers under
contract, and other revenues decreased approximately $164,000 and
increased approximately $932,000 during the current nine and three
month periods respectively compared to the same periods in the prior
year. The decrease in the current nine months was due primarily to
decreases in the volume of these services performed compared to the
same period in the prior year.  However, during the current three-
month period there was an increase in the volume of these services.

GROVE MANAGEMENT DIVISION  Grove Management Division sales decreased
approximately $233,000 or 5.4% and $163,000 or 12.3% for the current
nine and three month periods compared to the same periods in the
prior year.  The principal decrease in revenues of approximately
$142,000 during the current nine-month period resulted principally
from a reduction in the price of fruit sold to third party packers
and processors.  However, during the current three-month period
revenues for fruit sold to third party packers and processors
increased by approximately $35,000 due to an increase in the volume
of fruit sold.  During the current nine and three month periods
revenues decreased by approximately $30,000 and $136,000,
respectively, as a result of a decrease in the volume of harvesting
services performed.  Additionally, revenues from grove management
services provided also decreased by approximately $61,000 and
$62,000 during the current nine and three month periods as a
combined result of a decrease in the price and volume of these
services provided.


                            GROSS PROFIT
                                  
   Gross profit for the current nine and three month periods ended
June 30, 1998 decreased approximately $5,123,000 or 60.6% and
increased approximately $3,863,000 or 386.9% compared to the same
periods in the prior year.  The principal decrease of approximately
$5,114,000 during the current nine-month period and the principal
increase of approximately $3,721,000 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 $9,000 and increased by approximately
$142,000 during the current three-month period compared to the same
periods in the prior year.

BEVERAGE DIVISION  Gross profit of the Beverage Division decreased
approximately $5,114,000 or 63.5% and increased approximately
$3,721,000 or 365.0% during the current nine and three month
respective periods compared to the same periods in the prior year.
Sales of bulk citrus juice products contributed to the decrease in
gross profit during the current nine-month period of approximately
$3,434,000 and increased approximately $2,136,000 during the current
three-month period compared to the same periods in the prior year.
Of the decreases in gross profit from the bulk citrus juice products
during the current nine-month period, approximately $7,211,000
resulted from decreased prices for these products.  However, during
the current three-month period gross profit increased approximately
$2,626,000 as a result of increased prices for bulk citrus juice
products.  Additionally, during the current nine and three month
periods gross profit increased approximately $596,000 and $362,000
respectively as a result of increases in sales volumes of bulk
citrus juice products sold during the current periods compared to
the same periods in the prior year.  Gross profit also increased
approximately $3,181,000 during the current nine-month period due to
lower cost of production principally as a result of lower costs of raw
fruit and concentrate.  However, during the current three-month
period gross profit decreased approximately $852,000 as a result of
higher costs of raw fruit and concentrate compared to the same period 
in the prior year.


                                -12-


   The Company utilizes the FCOJ futures market to hedge fruit
inventory, anticipated requirements and sales commitments of FCOJ.
The effects of this hedging activity, if any, flow through the
Consolidated Statements of Operations as the associated products are
sold.  As of June 30, 1998 the Company held contracts for FCOJ
futures with unrealized losses of approximately $401,000 which would
have been realized if said positions had been prematurely liquidated
on that date.  These unrealized losses are based upon the closing
market prices of equivalent futures obligations and do not
necessarily represent prices at which the Company expects to sell
the FCOJ.

   Gross profit on sales of packaged citrus juice products decreased
approximately $1,900,000 and $602,000 during the current nine and
three month respective periods compared to the same periods in the
prior year.  Lower prices during the current nine and three month
periods accounted for decreases in gross profit of approximately
$1,808,000 and $807,000 respectively.  Additionally, during the
current nine-month period gross profit decreased approximately
$92,000 as a result of higher cost of production of packaged citrus
juices sold.  However, during the current three-month period gross
profit increased approximately $205,000 as a result of lower costs
of production of packaged citrus juices sold compared to the same
period in the prior year.

   Gross profit from the sale of the Company's non-orange packaged
juices and drink base products increased approximately $64,000 and
$865,000 during the current nine and three month respective periods
compared to the same periods in the prior year.  Gross profit
increased approximately $54,000 and $190,000 during the current nine
and three month periods as a result of increased prices.
Additionally, gross profit increased approximately $10,000 during
the current nine-month period as a result of increases in sales
volumes.  During the current three-month period gross profit
increased approximately $675,000 as a combined result of increases
in sales volumes and lower costs of production.

   Gross profit from citrus by-products, including feed, pulp cells,
and citrus oils, decreased approximately $703,000 during the current
nine-month period and increased approximately $607,000 during the
current three-month period.  Lower prices for by-products sold
during the current nine and three month periods resulted in
decreases in gross profit of approximately $1,956,000 and $552,000
during the respective current periods compared to the same periods
in the prior year.  During the current nine and three month periods
lower costs of production for by-products sold resulted in increases
in gross profit of approximately $1,253,000 and $1,159,000 respectively.

   Gross profit from storage, handling, and other activities
increased by approximately $859,000 and $715,000 during the current
nine and three month periods principally due to a decrease in the costs of
providing these services performed compared to the same periods in the prior
year.

GROVE MANAGEMENT DIVISION    Grove Management Division gross profit
decreased approximately $9,000 or 1.3% during the current nine-month
period and increased approximately $142,000 or 191.8% during the
current three-month period compared to the same periods in the prior
year.  The primary decrease in gross profit during the current nine-
month period of approximately $183,000 was a combined result of a
reduction in prices and higher cost of fruit sold to third party
packers and processors.  Partially offsetting the decrease in gross
profit during the current nine-month period was an increase 
of approximately $166,000 resulting from a decrease in the
cost of harvesting services provided during the current period.
Gross profit also increased approximately $8,000 during
the current nine month period primarily due to a decrease
in the cost of grove management services provided.  


                                -13-


     During the current three-month period gross profit increased 
approximately $113,000 as a result of a decrease in the cost of fruit 
sold to third party packers and processors. Additionally, during the 
current three month period gross profit increased by approximately $29,000
as a result of increased prices charged for harvesting services combined
with decreases in the cost of harvesting and grove management services.


            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

   Selling, general and administrative expenses decreased
approximately $85,000 or 2.0% and increased approximately $543,000
or 58.5% for the current nine and three month periods respectively
compared to the same periods in the prior year.  Of the decrease in
the current nine-month period, approximately $97,000 resulted from
a reduction in other costs.  Offsetting this decrease was an increase
in salary and benefit costs of approximately $12,000.  In the current 
three-month period an increase of approximately $540,000 resulted
primarily from an increase in other costs.  Also, salary and benefit
costs increased approximately $3,000.


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

   The increased gain on the disposition of property and equipment 
of approximately $140,000 for the current nine-month period
ending June 30, 1998 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 previously reported.  There was no
comparable event in the same period of the prior year.

   Other expenses increased approximately $255,000 during the current
nine-month period as compared to the same period in the prior year.
This increase resulted primarily from an increase of approximately 
$180,000 in the provision for doubtful notes receivable.


                          INTEREST EXPENSE

   Interest expense increased approximately $383,000 or 19.1% and
decreased approximately $18,000 or 2.2% during the current nine and
three month respective periods compared to the same periods in the
prior year.  During the current nine-month period, increases of
approximately $182,000 and $168,000 were due to increases in the 
average interest rate and decreases in capitalized interest respectively.  
Also during the current nine-month period deferred loan costs and other 
charges increased approximately $33,000.  During the current three-month
period a decrease of $153,000 and an increase of $152,000 were due
to decreases in the average outstanding debt and increases in
interest rates respectively compared to the same period in the prior
year.  Also deferred loan costs and other charges decreased approximately 
$8,000.  Increases in capitalized interest resulted in decreased interest
expense of approximately $9,000.


                   LIQUIDITY AND CAPITAL RESOURCES

   The Company's Bartow processing plant normally operates from
early November through late May or June.  While the plant is in
operation, the inventory of processed juice increases to a level
which will cover anticipated sales until the following November when
the plant begins operation again.  The Company's working capital
credit facility is generally utilized to finance these inventories.
Borrowings under this credit facility normally peak in late May or
June.  The Company began processing activities for the 1997-98
season in November.


                                -14-


   The Company's ability to generate cash adequate to meet its
needs, including the financing of its inventories and trade
receivables, has been supported primarily by cash flow from
operations and periodic borrowings under its primary $45 million
credit facility.  This facility is principally secured by
substantially all of the Company's current assets.  The outstanding
balance at June 30, 1998 was approximately $34,603,000.  The
interest rate is variable based upon the financial institution's
cost of funds plus a margin.  The terms of the agreement call for
repayment of the principal amount in April 2000; accordingly, it is
classified as long-term debt.  The Company anticipates that the
working capital facility will be adequately serviced with cash
proceeds from operations.

   Additionally, as of June 30, 1998 the Company had a $10 million
short-term capital revolving credit facility.  As of June 30, 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 $12,195,000 as of June 30,
1998 compared to September 30, 1997.  The principal component of
this was an increase in inventories of approximately $8,607,000 due
to the seasonal accumulation of inventories.  Also, deferred tax
assets increased approximately $484,000 as a result of increases in
net operating loss carrybacks.  The Company's accounts receivable
balance increased approximately $4,611,000 during the nine months
ending June 30, 1998 due principally to increased sales.
Additionally, there was a decrease in cash and short-term cash
investments of approximately $577,000.  Advances on fruit purchases
decreased approximately $440,000 as the Company processed the
purchased fruit and collected these advances.  Other current assets
decreased approximately $490,000.

   Current liabilities decreased approximately $610,000 during the
first nine months of fiscal 1998 compared to September 30, 1997.
There was an increase of approximately $941,000 in accrued expenses
associated with fruit purchases and increases in accounts payable
and other accrued expenses of approximately $2,312,000 principally
due to seasonal processing expenses.  Offsetting these increases was
a decrease of $3,863,000 in the current portion of long-term debt.

   At June 30, 1998 the Company's outstanding long-term debt was
approximately $63,305,000 including the working capital facility of
approximately $34,603,000.  In addition current installments of long-
term debt were approximately $3,413,000 with the remaining amounts
due on various dates over the subsequent ten years.  The Company
anticipates that amounts due over the next twelve months will be
paid out of working capital.  At June 30, 1998 the Company was out
of compliance with loan covenants related to debt service coverage
and debt to equity ratios as a result of previous losses and high
seasonal working capital requirements.  The lenders have waived
these requirements for the current periods without penalty.
Management believes its relationships with its lenders are good.

   During the first nine months of the current fiscal year, capital
expenditures of approximately $770,000 were made for the
installation of new irrigation systems on 3,063 acres of Company-
owned groves.  Also, costs of caring for newly planted citrus trees
in the amount of approximately $1,222,000 were capitalized, and
expenditures of approximately $113,000 were made for grove
operations equipment.  Additionally, expenditures of approximately
$3,887,000 were made during the same period primarily for the
purpose of improving the efficiency of the Bartow processing
facility.  The Company anticipates that these improvements will be
financed principally by working capital or by securing additional
funds under existing mortgages.

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


                                -15-


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


                      OTHER SIGNIFICANT EVENTS

   In October 1997 the United States Department of agriculture
("USDA") announced a Florida crop estimate of approximately
254,000,000 boxes of round oranges for the 1997-98 season.  The
final crop of 244,000,000 boxes of round oranges has provided the
largest Florida crop in history.  The expectation of this record
crop resulted in sharply decreased prices for bulk FCOJ.  The
Florida citrus industry is highly cyclical subject to varying
weather conditions and other natural phenomena sometimes creating
wide swings in economic conditions and opportunities.


                                -16-


                     PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8


           
Exhibit No.                    EXHIBIT                        
      
 10.30    Loan Agreement by and among Farm Credit of South
          Florida, ACA, Farm Credit of Southwest Florida,
          ACA, and Orange-co, Inc. and Orange-co of Florida,
          Inc. dated June 30, 1998.
                                                       
 10.31    Consolidated, Amended and Restated Florida         
          Mortgage and Security Agreement between Orange-co
          of Florida, Inc. and John Hancock Mutual Life
          Insurance Company dated June 2, 1998; and Renewal
          Note between Orange-co, of Florida, Inc. and John
          Hancock Mutual Life Insurance Company dated June
          2, 1998.
                                                             
  27      Financial Data Schedule (Electronic Filing Only)   


                             SIGNATURES

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


                                  ORANGE-CO, INC.
                                  (Registrant)

   Date: August 14, 1998        By: /s/Gene Mooney
                                    --------------
                                    Gene Mooney
                                    President and Chief Operating Officer


   Date: August 14, 1998        By: /s/Dale A. Bruwelheide
                                    ----------------------
                                    Dale A. Bruwelheide
                                    Vice President, Chief Financial Officer,
                                    and Principal Accounting Officer



                                -17-