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 March 31, 1997

                                 OR

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

For the transition period from ___________________ to ___________________
                                
Commission File No. 1-6442

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

                               FLORIDA
   (State or other jurisdiction of incorporation or organization)

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

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


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

                             Yes  XX  No

Number of shares outstanding of common stock, $.50 par value, as  of
May 10, 1997: 10,308,975 shares





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

PART I.  FINANCIAL INFORMATION                             
  ITEM 1.  FINANCIAL STATEMENTS                         
                                                           
  Consolidated Balance Sheets                                    3
   March 31, 1997 (unaudited) and September 30, 1996 (audited)
                                                           
  Consolidated Statements of Operations (unaudited)              4
   Six and Three Months ended March 31, 1997 and 1996   
                                                           
  Consolidated Statements of Cash Flows (unaudited)              5
   Six Months ended March 31, 1997 and 1996             
                                                           
  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 4.
                                                           
  Submission of Matters to a Vote of Security Holders            16
                                                           
  ITEM 6.
                                                           
  Exhibits and Reports on Form 8-K                               16
                                                           
SIGNATURES                                                       16



                              -2-


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

                                          March 31,    September 30,
                                             1997         1996
 ASSETS                                   (unaudited)   (audited)
<S>                                       <C>           <C>
 Current assets:                                       
 Cash and short-term investments           $  1,040     $  1,508
 Receivables                                  8,812       14,905
 Advances on fruit purchases                    173          717
 Inventories                                 57,868       42,148
 Deferred income tax                          2,124        1,166
 Prepaid and other                              293           18
                                           ---------    ---------
     Total current assets                    70,310       60,462
                                           ---------    ---------
 Property and equipment, net                123,203      120,538
                                           ---------    --------- 
 Other assets:                                         
 Excess of cost over net assets of 
  acquired companies                         11,213       11,401
 Notes receivable                             2,392        2,558
 Other                                        5,130        4,736
                                           ---------    ---------
     Total other assets                      18,735       18,695
                                           ---------    ---------
     Total assets                          $212,248     $199,695
                                           =========    =========           
 LIABILITIES AND STOCKHOLDERS' EQUITY                  
                                                      
 Current liabilities:                                  
 Current installments on long-term debt    $  3,669     $  3,655
 Note payable                                 1,008          -
 Accounts payable                             3,998        5,493
 Accrued liabilities                          6,264       11,997
                                           ---------    ---------
     Total current liabilities               14,939       21,145
 Deferred income taxes                       23,485       22,247
 Other liabilities                              786          629
 Long-term debt                              63,206       46,663
                                           ---------    ---------
     Total liabilities                      102,416       90,684
                                           ---------    ---------
 Stockholders' equity:                                 
  Preferred stock, $.10 par value,                     
   10,000,000 shares authorized; none
   issued                                       -            -
  Common stock, $.50 par value, 30,000,000             
   shares authorized; 10,349,399 issued       5,175        5,175
 Capital in excess of par value              71,417       71,417
 Retained earnings                           33,624       32,869
                                           ---------    ---------
                                            110,216      109,461
 Less:                                                 
 Treasury  stock, at cost: 40,424 shares             
  at March 31, 1997 and 47,424 at shares 
  September 30, 1996                           (384)        (450)
                                           ---------    ---------
     Total stockholders' equity             109,832      109,011
                                           ---------    ---------
     Total liabilities and stockholders'
      equity                               $212,248     $199,695 
                                           =========    =========
</TABLE>

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



                                 -3-

<TABLE>
<CAPTION>
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE SIX AND THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                             (unaudited)
              (in thousands except for per share data)





                                         Six Months       Three Months
                                         1997     1996     1997     1996
<S>                                   <C>      <C>      <C>      <C>
 Sales                                 $57,578  $51,356  $29,154  $28,006
 Cost of sales                          50,117   41,560   26,404   22,948
                                       -------- -------- -------- --------
     Gross profit                        7,461    9,796    2,750    5,058
 Other costs and expenses, net:                                
  Selling, general and administrative   (3,319)  (2,521)  (1,618)  (1,376)
  Gain on disposition of property                              
   and equipment                           (18)      63      (18)      63
  Other                                    (56)      (8)     (46)       3
 Interest                               (1,189)    (995)    (649)    (578)
                                       -------- -------- -------- -------- 
 Income before income taxes              2,879    6,335      419    3,170
 Income tax expense                      1,065    2,050      143      928
                                       -------- -------- -------- --------
 Net income                            $ 1,814  $ 4,285  $   276  $ 2,242
                                       ======== ======== ======== ========
 Net income per common and common                              
  equivalent shares                    $   .18  $   .42  $   .03  $   .22
                                       ======== =======  ======== ========
 Average number of common and                            
  common equivalent shares outstanding  10,305   10,300   10,307   10,301
                                       ======== ======== ======== ========
</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 SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                             (unaudited)
                           (in thousands)
                                  
                                                    1997      1996
<S>                                              <C>       <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:                
                                                     
 Net income                                       $ 1,814   $ 4,285
                                                  --------  --------
  Adjustments to reconcile net income to net          
   cash  provided  by (used for)  operating
   activities:
  Depreciation and amortization                     2,793     2,274
  Deferred income taxes                               280        35
  (Gain)loss on disposition of property and           
   equipment and other                                 18       (63)
 Change in assets & liabilities:                      
  Decrease in receivables                           6,093       381
  Decrease in advances on fruit purchases             544       538
  (Increase) in inventory                         (15,720)  (17,111)
  (Increase) in prepaid and other                    (275)     (244)
  (Decrease) in accounts payable and                  
   accrued liabilities                             (7,228)   (4,316)
 Other, net                                           115        11
                                                  --------  --------
 Total adjustments                                (13,380)  (18,495)
                                                  --------  --------
 Net cash (used for) operating activities         (11,566)  (14,210)
                                                  --------  --------   
 CASH FLOWS FROM INVESTING ACTIVITIES:                
                                                     
 Proceeds from sale of property & equipment             8       361
 Decrease in note & mortgage receivables              166        70
 Additions to property & equipment                 (5,197)   (7,173)
 (Increase) in other assets                          (451)     (681)
                                                  --------  --------
 Net cash (used for) investing activities          (5,474)   (7,423)
                                                     
 CASH FLOWS FROM FINANCING ACTIVITIES:                
                                                     
 Issuance of treasury stock                            38        18
 Payment of cash dividends                         (1,031)   (1,030)
 Proceeds from short-term debt                      1,008     3,000
 Proceeds from long-term debt                      16,557    19,469
                                                  --------  --------
 Net cash provided by financing activities         16,572    21,457
                                                  --------  --------   
 NET (DECREASE) IN CASH AND CASH EQUIVALENTS         (468)     (176)
                                                  --------  --------   
 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   1,508       845
                                                  --------  --------   
 CASH AND CASH EQUIVALENTS AT END OF PERIOD       $ 1,040   $   669
                                                  ========  ========
</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 March 31, 1997

       .    Audited Consolidated Balance Sheet at September 30, 1996

       .    Unaudited Consolidated Statements of Operations for the 
            six and three month periods ended March 31, 1997 and 1996

       .    Unaudited Consolidated Statements of Cash Flows for the 
            six month periods ended March 31, 1997 and 1996
         
2.   NOTES PAYABLE AND LONG-TERM DEBT


     As of March 31, 1997, the Company had access to a $40 million
working capital credit facility payable in April, 1999. Accordingly, 
the balance at March 31, 1997 was classified as long-term debt.  
This facility is collateralized by substantially all of the Company's 
current assets.  The outstanding balance at March 31, 1997 was 
approximately $39,400,000.  The interest rate on the facility 
is variable based upon the financial institution's cost of funds 
plus a margin.  In April 1997 this facility was increased from
$40 million to $45 million.

     Additionally, as of March 31, 1997 the Company had a
$10,000,000 short-term capital revolving credit facility. As of
March 31, 1997 the outstanding balance on this facility was
$1,008,000.  The interest rate on this facility is variable based
upon the financial institution's cost of funds plus a margin.

     At March 31, 1997, the Company's outstanding long-term debt
(including the $39,400,000 balance on the working capital line of
credit facility) was approximately $66,875,000, of which $3,669,000
matures in the next twelve months and the remainder matures at
various times over the subsequent eleven years.

     Interest paid, net of amounts capitalized, was approximately
$1,177,000 and $1,001,000 for the six months ended March 31, 1997
and 1996, respectively.  Interest capitalized was approximately
$425,000 and $296,000 for the six months ended March 31, 1997 and
1996, respectively.

     Certain mortgage agreements contain loan covenants.  At March
31, 1997, the Company was in material compliance with these loan
covenants.


                               -6-



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

                            March 31,   September 30,
                              1997         1996
<S>                        <C>           <C>            
 Finished goods             $45,892       $28,634
 Fruit-on-tree inventory      8,349         9,626
 Other                        3,627         3,888
                            -------       -------
 Total                      $57,868       $42,148
                            =======       =======
</TABLE>


   As of March 31, 1997 the Company held futures contracts for
frozen concentrated orange juice ("FCOJ").  The net futures
positions totaled approximately $6,727,000 with unrealized gains of
approximately $676,000.  Exposure to off-balance sheet risk related
to these positions results from market fluctuations of FCOJ futures
prices relative to the Company's open positions.  As of March 31,
1997 deposits with brokers totaled $254,000.

4. OTHER

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

   During the six and three month periods ended March 31, 1997, the
Company had two customers who individually accounted for
approximately 18.9% and 14.7%, and 17.9% and 13.6% of total sales
for the respective periods.  During the six and three month periods
ended March 31, 1996, the Company had two customers who individually
accounted for approximately 21.3% and 20.2% and 19.7% and 18.9% of
total sales for the respective periods.

5. INCOME TAXES

   The provision for income taxes is calculated using the asset and
liability method prescribed by Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes" ("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 attributable to income for the six and three
month periods ended March 31, 1997 and 1996 consists of the following
(in thousands):

                              Six Months      Three Months
                            Ended March 31,  Ended March 31,
                            1997    1996      1997   1996
<S>                      <C>     <C>        <C>     <C>
 Current:                                           
   Federal income tax     $  658  $1,687     $(165)  $  888
   State income tax          127     328        30      172
                          ------- ------     ------  -------
   Total                  $  785  $2,015     $(135)  $1,060
                          ------- ------     ------  -------
 Deferred:                                          
   Federal income tax     $  294  $   32     $ 293   $  (42)
   State income tax          (14)      3       (15)     (90)
                          ------- ------     ------  -------
   Total                  $  280  $   35     $ 278   $ (132)
                          ------- ------     ------  -------
   Total provision for                           
    income taxes          $1,065  $2,050     $ 143   $  928
                          ======= ======     ======  =======
</TABLE>


<TABLE>
<CAPTION>

   Following is a reconciliation of the expected income tax expense
computed at the U.S. Federal statutory rate of 34% and the actual
income tax provisions for the six and three month periods ended
March 31, 1997 and 1996 (in thousands):

                                 Six Months         Three Months
                               Ended March 31,     Ended March 31,
                                  1997    1996      1997    1996
<S>                            <C>     <C>        <C>     <C> 
 Expected income tax            $  979  $2,154     $ 143   $1,078
 Increase(decrease) resulting                           
 from:
  Loss on foreign investments      -        25        -        13
  Permanent items                    6      64        (3)      23
  State income taxes, net                           
   of federal tax benefit           74     216        41       20
  Change in valuation                               
   allowance for deferred                           
   tax asset                       -      (507)       -      (507)
  Other, net                         6      98       (38)     301
                                ------  -------    ------  -------
  Total provision for                               
   income taxes                 $1,065  $2,050     $ 143   $  928
                                ======  =======    ======  ======= 
</TABLE>

The reduction of $507,000 during the prior year period in the
valuation allowance for a deferred tax asset reflects management's
estimate that the Company is more likely than not to receive benefit
from investment tax credit carryforwards which expire in 1998 and
thereafter.


                                 -8-


6. CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
   The following table reflects the changes in Stockholders' Equity
since September 30, 1996 as a result of net income, dividends
paid, and treasury stock transactions (in thousands):

                                                        Treasury  
                       September 30,  Net     Dividends Stock      March 31,
                          1996        Income  Paid      Issued      1997
<S>                   <C>           <C>      <C>        <C>      <C>
 Common stock          $  5,175      $  -     $   -      $ -      $  5,175
 Capital in                                               
  excess of par value    71,417         -         -        -        71,417
 Retained earnings       32,869       1,814    (1,031)    (28)      33,624
 Treasury stock            (450)        -         -        66         (384)
                       ---------     ------   --------   -----    ---------
 Total stockholder's                                                   
  equity               $109,011      $1,814   $(1,031)   $ 38     $109,832
                       =========     ======   ========   =====    =========

</TABLE>



                                      -9-



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

Fiscal 1997 versus Fiscal 1996

   The following is management's discussion and analysis of
significant factors which have affected the Company's operations
during the periods included.  It compares the Company's operations
for the six and three month periods ended March 31, 1997 to
operations for the six and three month periods ended March 31, 1996.

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

<TABLE>
<CAPTION>

    Six Months (YTD) and Three Months (QTR) Ended March 31, 1997
   vs Six Months (YTD) and Three Months (QTR) Ended March 31, 1996
                        Increases/(Decreases)
                           (in thousands)

                           Sales       Cost of Sales       Net Change
                         YTD    QTR     YTD    QTR       YTD       QTR
<S>                  <C>     <C>     <C>     <C>     <C>       <C>
 Beverage Division    $5,943  $  606  $8,297  $2,958  $(2,354)  $(2,352)
 Grove Management  
  Division               279     542     260     498       19        44
                      ------  ------  ------  ------  --------  --------
 Total                $6,222  $1,148  $8,557  $3,456   (2,335)   (2,308)
                      ======  ======  ======  ======
 Other costs and expenses net:                                
  Selling, general and administrative                    (798)     (242)
  Gain on disposition of property and equipment           (81)      (81)
  Other income and expense                                (48)      (49)
 Interest                                                (194)      (71)
                                                      --------  --------  
 Income before income taxes                            (3,456)   (2,751)
 Provision for income taxes                               985       785
                                                      --------  --------
 Net income                                           $(2,471)  $(1,966)
                                                      ========  ========
</TABLE>

                                 SALES

   Sales for the six and three month periods ended March 31, 1997
increased approximately $6,222,000 or 12.1% and approximately
$1,148,000 or 4.1%, respectively compared to the same periods in the
prior year.  The Beverage Division accounted for the principal
increases for the six and three month periods with increased sales
of approximately $5,943,000 and $606,000.  Grove Management Division
sales also increased by approximately $279,000 and $542,000 for the
current six and three month periods compared to the same periods in
the prior year.

BEVERAGE DIVISION  The Beverage Division sales increased
approximately $5,943,000  or 12.2% and $606,000 or 2.3% in the
current six and three month respective periods compared to the same
periods in the prior year.  Of these increases, revenues from the
sale of the Company's bulk citrus juice products increased
approximately $4,458,000 during the current six month period and
decreased approximately $152,000 during the current three month
period as a result of offsetting increases and decreases.  
As part of the increase during the current 


                              10


six month period, revenues from the volume of bulk citrus juice 
products sold increased approximately $8,038,000.  This increase in
volume during the current six month period was partially offset by 
decreased prices for bulk citrus juice products of approximately 
$3,580,000 compared to the same period in the prior year.  During 
the current three month period a decrease in prices resulted in 
a decrease in revenues of approximately $3,616,000 compared to the 
same period in the prior year.  The volume of bulk citrus juice 
products sold during the current three month period increased 
approximately $3,464,000 compared to the same period in the 
prior year.

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

   Sales of the Company's packaged citrus juice products sold
increased approximately $1,331,000 and $308,000 during the 
current six and three month respective periods compared to the
same periods in the prior year.  Contributing to these increases
were increases in the volumes of packaged citrus juice products
sold during the current six and three month periods of approximately
$2,011,000 and $869,000 respectively.  Additionally, higher prices
resulted in increased revenues of approximately $973,000 and $437,000
during the current six and three month respective periods.  Partially
offsetting these increases were decreases during the current six
and three month periods of approximately $1,653,000 and $998,000 
which resulted from the conversion of a pasteurized single strength 
packaging program to a bulk supply program.  The conversion
of these sales are now reflected as bulk citrus juice sales.

    The Company's non-orange packaged juices and drink base product
sales increased approximately $277,000 during the current six month
period and decreased approximately $307,000 during the current three
month period compared to the same periods in the prior year.  
Decreases in the volume of sales of these products accounted for 
decreases of approximately $573,000 and $654,000 during the current
six and three month periods.  Offsetting increases in prices contributed
approximately $850,000 and $347,000 to increased revenues during the 
current six 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
$303,000 during the current six month period and increased
approximately $369,000 during the current three month period compared 
to the same period in the prior year.  Seasonal fluctuations in the 
sale of the volume of by-products sold was the principal reason for 
the decrease of approximately $233,000 during the current six month
period and the increase during the current three month period of
approximately $338,000.  Revenues also decreased approximately
$70,000 during the current six month period as a result of lower
prices for by-products sold compared to the same period in the prior
year.  However, revenues for by-products sold during the current
three month period increased approximately $31,000 due to slightly
higher prices compared to the same three month period in the prior
year.

   Storage, handling, processing citrus for customers under
contract, and other revenues increased approximately $180,000 and
$388,000 during the current six and 



                             11



three month periods compared to the same periods in the prior year.  
These increases were due primarily to increases in the volume of 
these services performed during the current six and three month 
periods compared to the same periods in the prior year.

GROVE MANAGEMENT DIVISION  Grove Management Division sales increased
approximately $279,000 or 10.1% and $542,000 or 51.0% for the
current six and three month periods compared to the same periods in
the prior year.  The principal increases of approximately $357,000
and $492,000 occurred in harvesting revenues during the current six 
and three month periods and resulted from increases in the volume 
of boxes harvested during the current periods compared to the same 
periods in the prior year.  Revenues also increased approximately 
$50,000 and $33,000 during the current six and three month periods 
as a result of increases in caretaking activities.  Partially 
offsetting these increases during the current six month period 
was a decrease of approximately $128,000 resulting from a 
decrease in the volume 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 approximately $17,000.

                            GROSS PROFIT

   Gross profit for the current six and three month periods ended
March 31, 1997 decreased approximately $2,335,000 or 23.8% and
approximately $2,308,000 or 45.6% compared to the same periods in
the prior year.  The principal decreases of approximately $2,354,000
and $2,352,000 during the current six and three month periods
occurred in the Beverage Division.  Gross profit for the Grove
Management Division increased during the current six and three month
periods by approximately $19,000 and $44,000 compared to the same
periods in the prior year.

BEVERAGE DIVISION  Gross profit of the Beverage Division decreased
approximately $2,354,000 and $2,352,000 during the current six and
three month respective periods compared to the same periods in the
prior year.  Contributing to the decrease in gross profit were
decreases during the current six and three month respective periods
of approximately $3,798,000 and $3,165,000 from the sale of bulk
citrus juice products.  Of the decreases during the current six
month and three month respective periods, approximately $3,580,000
and $3,616,000 resulted from decreased prices for bulk citrus juice
products.  Additionally, during the current six month period gross
profit decreased approximately $218,000 resulting from a higher
cost of carryover inventory for bulk citrus juice products sold
during the current period compared to the same period in the prior
year.  Partially offsetting the decrease in gross profit 
during the current three month period was an increase of 
approximately $451,000 resulting primarily from a combination 
of higher sales volumes and lower cost of production principally 
as result of lower costs of raw fruit and concentrate.

   The Company has in the past utilized and may in the future
utilize the FCOJ futures market to hedge fruit inventory,
anticipated requirements and sales commitments of FCOJ.  The effects
of this hedging activity, if any, are reflected in the cost of
inventories and flow through cost of sales in the Consolidated
Statements of Operations as the associated products are sold.  As of
March 31, 1997 the Company held contracts for FCOJ futures with
unrealized gains of approximately $676,000 which would have been
realized if said positions had been prematurely liquidated on that
date.  These unrealized gains are based upon the closing market
prices of equivalent futures obligations and do not necessarily
represent prices at which the Company expects to sell the FCOJ.



                              -12-



   Gross profit on sales of packaged citrus juice products
increased approximately $1,065,000 and $448,000 during the current
six and three month respective periods compared to the same periods
in the prior year.  Higher prices during the current six and three
month periods accounted for increases in gross profit of approximately
$973,000 and $437,000 respectively.  Additionally, gross profit increased 
approximately $542,000 and $237,000 during the current six and three
month periods as a result of increases in the volume of packaged citrus
juices sold.  Partially offsetting the increased prices were higher
cost of production of approximately $400,000 and $153,000 during 
the current six and three month periods. Additionally, there were 
decreases of approximately $50,000 and $73,000 during the current 
respective periods resulting from the conversion of a pasteurized 
single strength packaging program to a bulk supply program as
previously mentioned.

   Gross profit from the sale of the Company's non-orange packaged
juices and drink base products increased approximately $126,000
and $8,000 during the current six and three month respective
periods compared to the same periods in the prior year.  These
increases were principally a result of increased sales volumes.

   Gross profit from citrus by-products, including feed, pulp cells,
and citrus oils, decreased approximately $203,000 and $19,000 during
the current six and three month respective periods compared to the
same periods in the prior year.  Of these decreases approximately
$267,000 and $82,000 were the result of lower volumes of sales of
these products in part as a result of seasonal fluctuations during
the current six and three month respective periods compared to the
same periods in the prior year.  Additionally, higher prices and
lower costs of production increased gross profit approximately
$64,000 and $63,000 during the current six and three month
respective periods compared to the same periods in the prior year.
Gross profit from storage, handling, and other activities also
increased by approximately $456,000 and $376,000 during the current
six and three month periods due to an increase in these activities
compared to the same periods in the prior year.

GROVE MANAGEMENT DIVISION  Grove Management Division gross profit
increased approximately $19,000 or 3.3% and $44,000 or 28.3% during
the current six and three month periods compared to the same periods
in the prior year.  The principal increase of approximately $29,000
in the current six month period was due to an increase in grove
caretaking.  This increase in gross profit was partially offset by a
decrease of approximately $10,000 from a reduction in fees charged for
harvesting services and from fruit sold to third party packers and
processors.  However, during the current three month period gross
profit increased approximately $92,000  from fruit sold to third
party packers and processors.  This increase in gross profit was
partially offset during the current three month period by a decrease
in grove caretaking and harvesting activities of approximately
$48,000.

             SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

   Selling, general and administrative expenses increased
approximately $798,000 or 31.7% and $242,000 or 17.6% for the
current six and three month periods compared to the same periods in
the prior year.  Of these increases, approximately $356,000 and
$157,000 resulted from an increase in salary and benefit costs in
the current respective periods.  Additionally, approximately
$442,000 and $85,000 were a result of increases in other costs.  A
significant portion of these increases resulted from the Company's
operation of the Birds Eye foodservice juice business acquired in 
July 1996.



                                 -13-



        GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT

   The decreased gain on the disposition of property, equipment and
other of approximately $81,000 for the six and three month periods
ending March 31, 1997 compared to the same periods in the prior year
was principally due to differences in gains on sales of commercial
properties not utilized in citrus production or processing.

                        INTEREST EXPENSE

   Interest expense increased approximately $194,000 or 19.5% and
$71,000 or 12.2% in the current six and three month periods
respectively, compared to the same periods in the prior year.  The
primary increases of approximately $401,000 and $200,000  in the
current respective periods were the result of increases in the
average outstanding debt.  Partially offsetting these increases were
decreases of approximately $29,000 and $72,000 due to decreases in
interest rates.  Also, increases in capitalized interest resulted in
decreases of approximately $129,000 and $33,000, while decreases in
amortization of deferred loan costs and other related interest
charges resulted in decreases of approximately $49,000 and $24,000
in the current six and three month periods respectively.

                 LIQUIDITY AND CAPITAL RESOURCES

   The Company's Bartow processing plant normally operates from
early November through late May or June.  While the plant is in
operation, the inventory of processed juice increases to a level
which will cover anticipated sales until the following November when
the plant begins operation again.  The Company's working capital
credit facility is generally utilized to finance these inventories.
Borrowings under this credit facility normally peak in late May or
June.  The Company began processing activities for the 1996-97
season in November.

   The Company's ability to generate cash adequate to meet its
needs, including the financing of its inventories and trade
receivables, has been supported primarily by cash flow from
operations and periodic borrowings under its primary $40 million
credit facility.  This facility is principally secured by
substantially all of the Company's current assets.  The outstanding
balance at March 31, 1997 was approximately $39,400,000.  The
interest rate is variable based upon the financial institution's
cost of funds plus a margin.  The terms of the agreement call for
repayment of the principal amount in April 1999; accordingly, it is
classified as long-term debt.  The Company anticipates that the
working capital facility will be adequately serviced with cash
proceeds from operations.  In April 1997 this facility was 
increased from $40 million to $45 million to more adequately 
service the Company's working capital needs.

   Additionally, as of March 31, 1997 the Company had a $10 million
short-term capital revolving credit facility.  As of March 31, 1997 
the outstanding balance on this facility was $1,008,000.  The 
interest rate on this facility is variable based upon the financial
institution's cost of funds plus a margin.  The terms of this
facility call for repayment of the principal amount in April 1998.
As of April 30, 1997 the outstanding balance on this facility was
$573,000 and approximately $9,427,000 of additional
borrowings were available under this facility.

   Current assets increased approximately $9,848,000 as of March 31,
1997 compared to September 30, 1996.  The principal component of
this was an increase 



                             14

in inventories of approximately $15,720,000 in the first six months 
of the current year due to the seasonal accumulation of inventories.  
The Company's accounts receivable balance decreased approximately 
$6,093,000 during the six months ending March 31, 1997.  Additionally, 
there was a decrease in cash and short-term cash investments of 
approximately $468,000.  Advances on fruit purchases decreased 
approximately $544,000 as the Company began processing the purchased 
fruit and collected these advances.

   Current liabilities decreased approximately $6,206,000 during 
the first six months of fiscal 1997 compared to September 30, 1996.
This decrease was due principally to payments of approximately
$4,216,000 of accrued expenses associated with fruit purchased
during the previous season and decreases in accounts payable and
other accrued expenses of approximately $3,012,000.  Offsetting these
decreases was an increase of $14,000 in the current portion of long-
term debt, and an increase in notes payable of $1,008,000.

   Long-term debt increased approximately $16,543,000 during the
current six month period.  This was primarily the result of an
increase of approximately $18,314,000 in the Company's long-term
working capital facility used principally to finance the seasonal
accumulation of inventories.  There was a decrease of approximately
$1,820,000 which represents scheduled principal payments made on
long-term debt during the six month period.

   At March 31, 1997 the Company's outstanding long-term debt was
approximately $63,206,000 including the working capital facility of
approximately $39,400,000.  In addition current installments of long-
term debt were approximately $3,669,000 with the remaining amounts
due on various dates over the subsequent eleven years.  The Company
anticipates that amounts due over the next twelve months will be
paid out of working capital.  At March 31, 1997 the Company was in
material compliance with its loan covenants.

   During the first six months of the current fiscal year, capital
expenditures of approximately $330,000 were made for the
installation of new irrigation systems on 2,271 acres of Company-
owned groves.  Also, cost of caring for newly planted citrus trees
in the amount of $697,000 were capitalized and expenditures of
approximately $226,000 were made for grove operations equipment.
Additionally, expenditures of approximately $3,206,000 were made
during the same period primarily for the purpose of improving the
efficiency of the Bartow processing facility.  The Company
anticipates that these improvements will be financed principally by
working capital or by securing additional funds under existing
mortgages.

                      OTHER SIGNIFICANT EVENTS

   In October 1996 the USDA announced a Florida crop estimate of 
approximately 220,000,000 boxes of round oranges for the 1996-97 
season.  This estimate was most recently revised in May 1997 to 
approximately 224,200,000 boxes.  This estimate, if true, will
provide the largest Florida Crop in history.  This expectation has
resulted in sharply decreased prices of bulk FCOJ.  Management 
expects the price of bulk FCOJ to be significantly lower for at 
least the next two fiscal quarters as compared to fiscal 1996 levels.  
The Florida citrus industry is highly cyclical subject to varying 
weather conditions and other natural phenomena sometimes creating 
wide swings in economic conditions and opportunities.




                               -15-

                   PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
<TABLE>
<CAPTION>
   At the Annual Meeting of Stockholders on February 27, 1997, 
the stockholders of the Company elected directors.  The results
of these votes were as follows:

 DIRECTOR NOMINEES            FOR       AUTHORITY WITHHELD
<S>                       <C>                <C>        
 John R. Alexander         9,224,898          27,141
 Richard A. Coonrod        9,224,836          27,203
 Paul E. Coury, MD         9,222,326          29,713
 Ben Hill Griffin, III     9,224,732          27,307
 George W. Harris, Jr.     9,224,643          27,396
 Dr. W. Bernard Lester     9,224,846          27,193
 Gene Mooney               9,223,599          28,440
 C. B. Myers, Jr.          9,222,262          29,777
 Thomas H. Taylor          9,224,696          27,343
</TABLE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


Exhibit No               EXHIBIT                        Page No.
                                                        
 10.27     The Sixth Amendment to the Loan Agreement       17
           By and Among Orange-co, Inc., Orange-co of
           of Florida, Inc. and SunTrust Bank, Central
           Florida, National Association, Dated April
           25, 1997.
                                                        
   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: May 14, 1997          By: /s/Gene Mooney
                                  ------------------------
                                  Gene Mooney
                                  President and
                                  Chief Operating Officer


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