UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C. 20549

                                  
                              FORM 10-Q


(Mark One)
(X)   QUARTERLY  REPORT  PURSUANT TO SECTION  13  OR  15(d)  OF  THE
      SECURITIES EXCHANGE ACT OF 1934               (NO FEE REQUIRED)


For the Quarter Ended December 31, 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 33831
              (Address of principal executive offices)
                                  
                           (941) 533-0551
                    (Registrant's telephone no.)

Indicate  by  check mark whether the Registrant (1)  has  filed  all
reports  required  to  be  filed by  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12 months  (or
for  such  shorter period that the Registrant was required  to  file
such  reports), and (2) has been subject to such filing requirements
for the past 90 days.
                                  
                            Yes  XX    No

Number of shares outstanding of common stock, $.50 par value, as  of
February 13, 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
        December 31, 1997 (unaudited) and September 30, 1997 (audited)       3

       Consolidated Statements of Operations (unaudited)
        Three Months ended December 31, 1997 and 1996                        4

       Consolidated Statements of Cash Flows (unaudited)
        Three Months ended December 31, 1997 and 1996                        5

       Notes  to  Consolidated  Financial  Statements  (unaudited)         6-8

       ITEM 2.

       Management's Discussion and Analysis of Results of Operations
        and Financial Conditions                                          9-13

PART II. OTHER INFORMATION

       ITEM 6.

       Exhibits and Reports on Form 8 K                                     14

SIGNATURES                                                                  14


                                    -2-
<TABLE>
<CAPTION>
                    PART 1. FINANCIAL INFORMATION
                    ITEM 1. FINANCIAL STATEMENTS
                  ORANGE-CO, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                           (in thousands)
                                  
                                      December 31,    September 30,
ASSETS                                    1997             1997
                                                             
                                      (unaudited)       (audited)
<S>                                  <C>             <C>
Current assets:                                      
Cash and cash equivalents                $  1,354        $  1,009
Receivables                                11,122           8,441
Advances on fruit purchases                   432             451
Inventories                                40,868          47,089
Deferred income taxes                       2,680           2,398
Prepaid and other                             390             683
                                         ---------       ---------
     Total current assets                  56,846          60,071
                                         ---------       ---------
Property and equipment, net               123,446         123,271
                                         ---------       ---------
Other assets:                                        
Excess  of cost over net assets  of                  
acquired companies                         10,930          11,024
Notes receivable                            1,443           1,458
Other                                       5,115           5,305
                                         ---------       ---------
     Total other assets                    17,488          17,787
                                         ---------       ---------
     Total assets                        $197,780        $201,129
                                         =========       =========
                          
                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                     
Current liabilities:                                 
Note Payable                             $  5,000        $    -
Current installments on long-term debt      7,087           7,276
Accounts payable                            3,768           4,113
Accrued liabilities                         9,763           9,154
                                         ---------       ---------
     Total current liabilities             25,618          20,543
Deferred income taxes                      22,923          23,676
Other liabilities                           1,171           1,046
Long-term debt                             40,925          46,764
                                         ---------       ---------
     Total liabilities                     90,637          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 shares issued                  5,175           5,175
Capital in excess of par value             71,417          71,417
Retained earnings                          30,925          32,887
                                        ----------       ---------
                                          107,517         109,479
Less:                                                
Treasury  stock,  at  cost:  39,424                  
shares at December 31, 1997 and 39,924       
shares at September 30, 1997                 (374)           (379)
                                         ---------       ---------
     Total stockholders' equity           107,143         109,100
                                         ---------       ---------
     Total liabilities and                  
      stockholders' equity               $197,780        $201,129
                                         =========       =========
</TABLE>

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


                                     -3-

<TABLE>
<CAPTION>
                CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                             (unaudited)
              (in thousands except for per share data)
                                  



                                               1997      1996
<S>                                          <C>       <C>
Sales                                        $25,710   $28,424
Cost of sales                                 26,745    23,713
                                             --------  --------
     Gross profit(loss)                       (1,035)    4,711
                                                       
Other costs and expenses, net:                         
 Selling, general and administrative          (1,323)   (1,701)
 Gain on disposition of property and             
  equipment                                      136       -
 Other                                           (42)      (10)
Interest                                        (731)     (540)
                                             --------   -------
Income(loss) before income taxes              (2,995)    2,460
Income tax expense(benefit)                   (1,035)      922
                                             --------   -------          
Net income(loss)                             $(1,960)  $ 1,538
                                             ========  ========                                                       
                                                       
Net income(loss) per common share, basic                 
and diluted:                                 $  (.19)  $   .15
                                            =========  ========
Average number of common and common                    
 equivalent shares outstanding                10,309    10,302
                                            =========  ========
                                                       
</TABLE>

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


                                     -4-

<TABLE>
<CAPTION>
                                  
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                             (unaudited)
                           (in thousands)

                                            1997     1996
CASH FLOWS FROM OPERATING ACTIVITIES:               
<S>                                        <C>        <C>
Net income(loss)                           $(1,960)   $ 1,538
                                           --------   --------
Adjustments to reconcile net income(loss)           
 to net cash provided by (used for)
 operating activities:
 Depreciation and amortization               1,742      1,369
 Increase(decrease) in deferred                           
  income taxes                              (1,035)         2
  (Gain) on disposition of property and               
   equipment                                  (136)       -
 Change in assets & liabilities:                    
  Decrease(increase) in receivables         (2,681)     5,114
  Decrease in advance on fruit purchases        19         73
  Decrease(increase) in inventory            6,221     (5,649)
  Decrease(increase) in prepaids and      
   other                                       293       (369)
  Increase in accounts payable                      
   and accrued liabilities                     264      4,235
  Other, net                                   299         41
                                           --------   --------  
Total adjustments                            4,986      4,816
                                           --------   --------
Net cash provided by operating activities    3,026      6,354
                                           --------   --------
                                                    
CASH FLOWS FROM INVESTING ACTIVITIES:               
                                                    
Proceeds from sale of property & equipment     750          4
Decrease in note & mortgage receivables         15        136
Additions to property & equipment           (2,401)    (3,286)
(Increase) in other assets                     (20)       (72)
                                           --------   --------
Net cash (used for) investing activities    (1,656)    (3,218)            
                                           --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:               
                                                    
Proceeds from short-term debt                5,000        -
(Payments on)long-term debt                 (6,028)    (3,659)
Issuance of treasury stock                       3        -
                                           --------   --------
Net cash (used for) financing activities    (1,025)    (3,659)
                                           --------   --------
NET INCREASE(DECREASE) IN CASH AND CASH             
 EQUIVALENTS                                   345       (523)
                                                    
CASH AND CASH EQUIVALENTS AT BEGINNING OF           
 PERIOD                                      1,009      1,508
                                           --------   --------          
CASH AND CASH EQUIVALENTS AT END OF       
 PERIOD                                   $ 1,354     $   985
                                          ========    ========          
</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 December 31, 1997

         Audited Consolidated Balance Sheet at September 30, 1997

         Unaudited Consolidated Statements of Operations and Statements 
          of Cash Flows for the three month periods ended December 31,
          1997 and 1996

2.   NOTES PAYABLE AND LONG-TERM DEBT

      As of December  31, 1997, the Company had access  to  a  $45
million  working  capital line of credit facility payable  in  April
2000.  Accordingly, the balance at December 31, 1997 was classified
as  long-term.   This  facility is collateralized  by  most  of  the
Company's  current assets.  The outstanding balance at December  31,
1997  was  approximately $23,249,000.  Approximately $8,002,000  was
additionally  available  to be borrowed under a borrowing base 
calculation of this  facility.   The interest  rate on the facility 
is variable based upon the  financial institution's  cost of funds 
plus a margin.  At December 31, 1997, the Company was in compliance 
with  all  but  one  of  its  loan covenants.   The lender has waived 
the requirement for  the  current three month period without penalty.  
(See Management Discussion and Analysis - Liquidity and Capital 
Resources.)

      Additionally,  as  of  December 31, 1997  the  Company  had  a
$10,000,000 short-term capital revolving credit facility.  As of 
December  31, 1997 there was an outstanding balance on this facility 
of $5,000,000.  The interest rate is variable based upon the financial 
institution's cost of funds plus a margin.

      At December 31, 1997, the Company's outstanding long-term debt
(including  the $23,249,000 balance on the working capital  line  of
credit  facility) was approximately $48,012,000, of which $7,087,000
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
$724,000  and $447,000 for the three months ended December 31,  1997
and  1996,  respectively.   Interest capitalized  was  approximately
$115,000  and $231,000 for the three months ended December 31,  1997
and 1996, respectively.

                                     -6-


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

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

                         December 31,    September 30,
                            1997            1997
<S>                    <C>           <C>
Finished goods            $28,468       $32,095
Fruit-on-tree               8,507        10,514
Other                       3,893         4,480
                          -------       -------
Total                     $40,868       $47,089
                          =======       =======
</TABLE>

    As of December 31, 1997 the Company held contracts for  
frozen concentrated orange juice ("FCOJ") futures positions
and net options totaling approximately $25,489,000 and $138,000,
respectively with unrealized gains on futures positions of
approximately $1,124,000 and unrealized losses on options of
approximately $110,000.  Exposure to off-balance sheet risk 
related to these positions results from market fluctuations of 
FCOJ futures prices  relative  to  the Company's open positions.  
Cash deposit requirements with brokers as of December 31, 1997 
totaled $957,000 and vary with market price fluctuations.

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 three month period ended December 31, 1997 the Company
had two customers who individually accounted for approximately 22.4%
and  12.8%  of  total  sales.  During the three month  period  ended
December  31,  1996 the Company had two customers  who  individually
accounted for approximately 20.0% and 15.8% of total sales.

5. INCOME TAXES

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


                                     -7-


<TABLE>
<CAPTION>
The  provision  for income taxes for the three month  periods  ended
December 31, 1997 and 1996 is summarized as follows (in thousands):

                                     1997      1996
<S>                                <C>      <C>
Current:                                    
   Federal income tax              $   -       $823
   State income tax                    -         97
                                   ------      ----
   Total                           $   -       $920
                                   ------      ----                                            
Deferred:                                   
   Federal income tax (benefit)    $  (935)    $  2
   State income tax (benefit)         (100)       -
                                   --------    ----
   Total                           $(1,035)    $  2
                                   --------    ----                                            
   Total (benefit)expense for               
    income taxes                   $(1,035)    $922
                                   ========    ====
</TABLE>

<TABLE>
<CAPTION>
    The  following  is a reconciliation of the expected  income  tax
expense  computed at the U.S. Federal statutory rate of 34% and  the
actual  income  tax provisions for the quarters ended  December  31,
1997 and 1996 (in thousands):

                                                    1997        1996
<S>                                                <C>          <C>
Expected income tax (benefit)                      $(1,018)     $836
Increase(decrease) resulting from:                          
   State income taxes, net of federal tax benefit      (77)       97
   Permanent items and other                            60       (11)
                                                   --------     -----                                          
   Total provision for income taxes                $(1,035)     $922
                                                   ========     =====         
</TABLE>

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)  (in
thousands):

                                        Treasury  
                 September 30,  Net     Stock      December 31,
                     1997     (Loss)    Issued       1997

<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     (1,960)      (2)      30,925
Treasury stock       (379)      -           5         (374)
                  --------   --------  -------     --------
Total                                           
 stockholders'  
 equity          $109,100    $(1,960)  $    3     $107,143                         
                 =========   ========  =======    =========
</TABLE>


                                     -8-


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
has adopted SFAS 128 for its first quarter 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
                                  
  First Quarter of Fiscal 1998 versus First Quarter of Fiscal 1997

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

   The following table reflects changes in and the effects on sales,
cost of sales and gross profit by division and other changes in  the
Statements of Operations through net income between the respective 
periods.
<TABLE>
<CAPTION>
 Three Months Ended December 31, 1997 vs Three Months Ended December 31, 1996
                        Increases/(Decreases)
                           (in thousands)
                                  
                                                             
                                                             
                                                 Cost of     Net Changes
                                       Sales      Sales       to Income

<S>                                <C>         <C>          <C>
Beverage Division . . . . . . . .    $(2,698)     $2,819       $(5,517)
Grove Management Division . . . .        (16)        213          (229)
                                     --------     ------       --------
Total . . . . . . . . . . . . . .    $(2,714)     $3,032       $(5,746)
                                     ========     ======                           
Other costs and expenses, net:                              
 Selling, general and administrative .. . . . . . . . . . . . .    378
 Gain on disposition of property and equipment. . . . . . . . .    136
 Other . . . . . . . . . . . . . . . . . . .  . . . . . . . . .    (32)
Interest . . . . . . . . . . . . . . . . . .  . . . . . . . . .   (191)
                                                               --------
Income before income taxes . . . . . . . . . . . . . . .  . . . (5,455)
Income tax expense . . . . . . . . . . . . . . . . . . .  .  . . 1,957
                                                               --------
Net income . . . . . . . . . . . . . . . . . . . . . . . .     $(3,498)
                                                               ========
</TABLE>
                                  
                                SALES

    Sales  for  the  three  month period  ended  December  31,  1997
decreased  approximately $2,714,000 or 9.6%  compared  to  the  same
period  in the prior year.  The Beverage Division accounted for  the
principal  decrease for the current period with decreased  sales  of
approximately $2,698,000.  Grove Management Division sales decreased
approximately $16,000 for the current period compared  to  the  same
period in the prior year.

BEVERAGE   DIVISION    The   Beverage   Division   sales   decreased
approximately  $2,698,000 or 10.0% during the  current  three  month
period  compared  to  the same period in the prior  year.   Of  this
decrease, revenues from the sale of the Company's bulk citrus  juice
products   decreased   approximately  $1,635,000.    The   principal
component  of  this decrease in bulk citrus juice products  resulted
from   lower   prices  of  bulk  citrus  juice  products   sold   of
approximately $7,306,000 during the current period compared  to  the
same  period  in the prior year.  As we entered the 1997-98  season,
the  United  States  Department of Agriculture (USDA)  announced  in
October  1997  an  estimated Florida orange  crop  of  approximately
254,000,000  boxes  of  round  oranges.   This  estimate,  if  true,
represents  a  significant  increase  from  the  1996-97   crop   of
226,200,000  boxes  of  round  oranges  and  the  1995-96  crop   of
203,300,000   boxes.   The  anticipation  of  a  second  consecutive
significant  


                                    -10-



increase in the crop has had a deflating effect on prices throughout 
the first quarter of fiscal 1998.

    Partially offsetting the decrease in sales from lower prices was
an  increase of approximately $5,671,000 from increased  volumes  of
bulk  citrus juices sold in the current three month period  compared
to the same period in the prior year.  This increase in sales volume
was  due primarily to an improving sales program for the bulk citrus
juice products.

    Sales  of  the  Company's packaged citrus  juice  products  sold
decreased approximately $466,000 compared to the same period in  the
prior  year.  Lower prices for these products resulted in a decrease
of  approximately $370,000. Additionally, decreases of approximately
$96,000  were a result of lower volumes compared to the same  period
in the prior year.

   The Company's non-orange packaged juices and drink base products 
sales increased approximately $108,000 during the current period
compared to the same period in the  prior year.   Of  this  total,
increases in the volume of sales  of  these products  accounted for
increases of approximately $161,000. Price decreases resulted  in 
decreased revenues of approximately $53,000  on  these products 
during the current period compared to the same  period  in the
prior year.

    Revenues  from  the  sale of the Company's  citrus  by-products,
including feed, pulp cells, and citrus oils, decreased approximately
$272,000  principally  as a result of lower prices  for  by-products
being  produced and sold during the current period compared  to  the
same  period in the prior year.  This decrease in prices during  the
current  period  is  primarily a result of the previously  mentioned
larger crops for the past two seasons.

     Storage,  handling,  processing  citrus  for  customers   under
contract, and other revenues decreased approximately $433,000 during
the  current  period compared to the same period in the prior  year.
This  decrease  was due primarily to a decrease  in  the  volume  of
services performed during the current three month period.

GROVE MANAGEMENT DIVISION  Grove Management Division sales decreased
approximately  $16,000  or 1.1% in the current  three  month  period
compared  to  the  same  period in the prior  year.   The  principal
decrease  of  approximately  $51,000 resulted  from  a  decrease  in
revenues  from  the  sale  of  fruit  to  third  party  packers  and
processors.   Additionally,  revenues  from  caretaking   activities
decreased  approximately  $24,000 during  the  current  three  month
period  compared  to the same period in the prior  year.   Partially
offsetting these decreases was an increase of approximately  $59,000
in revenues from harvesting activities.

                            GROSS PROFIT

    Gross profit for the three month period ended December 31,  1997
decreased  approximately $5,746,000 or 122.0% compared to  the  same
period  in  the prior year.  The principal decrease of approximately
$5,517,000  occurred in the Beverage Division.  Additionally,  there
was  a  decrease  in gross profit of approximately $229,000  in  the
Grove Management Division during the current period compared to  the
same period in the prior year.

BEVERAGE  DIVISION   The  gross profit  of  the  Company's  Beverage
Division  decreased  approximately  $5,517,000  during  the  current
period compared to the same period in the prior year as a result  of
numerous offsetting increases and decreases.

    A principal component was a decrease of approximately $4,258,000
which  resulted  from the sale of bulk citrus juice products  during
the  current  period compared to the same period in the prior  year.
Of  this amount, approximately $7,306,000 resulted from lower prices
for  the Company's bulk citrus juice products.  Partially offsetting
this  decrease  was  an  increase in gross profit  of  


                                     -11-


approximately $2,459,000 due to lower cost of raw fruit and concentrate  
used in the production of bulk citrus juice products sold during the 
current three month period compared to the same period in the prior year.
Additionally,  higher volumes contributed to an  increase  in  gross
profit  of  approximately $589,000 during the  current  three  month
period compared to the same period in the prior year.

     The Company utilizes the FCOJ futures market to hedge fruit 
inventory, anticipated requirements and sales commitments of FCOJ.  
The effects of  this  hedging  activity, if any, flow through  the  
Consolidated Statements of Operations as the associated products are 
sold.  As of December 31, 1997 the Company held contracts for FCOJ 
futures with unrealized gains of approximately $1,124,000 which would  
have  been realized if said positions had been prematurely liquidated  
on  that date.   These  unrealized gains are based upon  the  closing  
market prices of equivalent futures obligations and do not necessarily
represent prices at which the Company expects to sell the FCOJ.

    Gross  profit  on  the sales of packaged citrus  juice  products
decreased  approximately  $456,000 during the  current  three  month
period  compared  to  the same period in the prior  year.   Of  this
decrease  approximately  $370,000 resulted  from  decreased  prices.
Additionally,  gross  profit decreased approximately  $86,000  as  a
combined  result of a higher cost carryover of inventory  and  lower
volumes in the current period.

    Gross profit from the sale of the Company's non-orange packaged 
juices and drink base products decreased approximately  $328,000 
during the current period compared to the same period in the prior 
year.  This decrease was primarily a result of higher cost of 
ingredients and conversion cost in  the  current period.

   Gross profit from citrus by-products, including feed, pulp cells,
and citrus oils, decreased approximately $811,000 during the current
period compared to the same period in the prior year.  The principal
reason  for  this decrease was an increase in the cost of production
of  approximately $536,000 compared to the same period in the  prior
year.   Additionally,  decreased prices  of  approximately  $335,000
during  the  current three month period resulted in a  reduction  of
gross  profit.  Partially offsetting these decreases was an increase
in  gross profit of approximately $60,000 due to an increase in  the
volume of by-products sold during the current three month period.

    Gross  profit  from  storage,  handling,  and  other  activities
decreased  by  approximately $14,000 during the current  period  due
principally  to a decrease in the volume of these services  provided
compared to the same period in the prior year.

    During the current three month period gross profit increased  by
approximately  $350,000 as a result of the partial settlement of  an
insurance  claim  related  to  the  recovery  of  certain  operating
expenses  incurred  as  a  result of an  involuntary  conversion  of
certain  inventory.  In July 1997, a storm containing  strong  winds
damaged  a product storage warehouse and some inventory.  Continuing
operations  of  the  Company were not materially  affected.   As  of
December  31,  1997, the damage to the warehouse was  under  repair.
The  Company  has  adequate replacement cost  insurance  to  recover
damages.

GROVE  MANAGEMENT DIVISION  Grove Management Division  gross  profit
decreased  approximately $229,000 or 56.0% during the current  three
month  period  compared to the same period in the prior  year.   The
principal decrease of approximately $149,000 resulted primarily from
decreases  in  fruit  sold  to third party packers  and  processors.
Additionally,  gross  profit  from caretaking  activities  decreased
approximately $80,000 during the current three month period.


                                     -12-



            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses decreased
approximately  $378,000  for the current three  month  period
compared  to  the same period in the prior year.  Of  this  
decrease approximately $138,000 resulted from a decrease in salary 
benefit costs while approximately $240,000 resulted from a decrease 
in other costs.

            GAIN ON DISPOSITION OF PROPERTY AND EQUIPMENT

    The  gain on the disposition of property and equipment increased
approximately  $136,000  for  the  current  three  month  period  as
compared  to  the  same  period in the prior  year.   This  increase
resulted  from  the gain from insurance proceeds on  damage  to  the
product storage warehouse previously mentioned to which there was no
comparable event in the same period in the prior year.
                                  
                                  
                          INTEREST EXPENSE

   Interest expense increased approximately $191,000 or 35.3% during
the  current three month period compared to the same period  in  the
prior  year.   The principal increase of approximately $127,000  was
due  to  an increase in the average outstanding debt.  Additionally,
an  increase of approximately $116,000 was the result of a  decrease
in  capitalized interest, while an increase of approximately  $7,000
was due to an increase in miscellaneous interest charges.  Partially
offsetting  these increases was a decrease of approximately  $59,000
as a result of a decrease in interest rates.

                   LIQUIDITY AND CAPITAL RESOURCES

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

    The  Company's  ability to generate cash adequate  to  meet its
needs,  including  the  financing  of  its  inventories  and  trade
receivables,  has  been  supported  primarily  by  cash  flow  from
operations  and  periodic borrowings under its $45  million  credit
facility.   This  facility is secured principally  by  most  of the
Company's  current assets.  The outstanding balance at December  31,
1997  was approximately $23,249,000 and approximately $8,002,000  of
additional borrowings were available under a borrowing base calculation 
of this facility.  The interest rate is variable  based upon  the financial 
institution's cost of funds plus a margin. The terms of this agreement call 
for repayment of the principal  amount in  April  2000;  accordingly, it is
classified as long-term.   The Company  anticipates  that  the working  
capital  facility  will  be adequately serviced with cash proceeds from 
operations.

    Additionally,  as of December 31, 1997, the Company  had  a  $10
million  short-term  capital revolving credit  facility.  As of December
31, 1997, there was an outstanding balance on this facility of $5,000,000. 
The interest rate on this facility is variable based upon the financial 
institution's cost of funds plus a margin.

    Current assets decreased approximately $3,225,000 as of December
31, 1997 compared to the fiscal year ended September 30, 1997.  The
principal component of  this was a decrease in  inventories  of
approximately  $6,221,000 in the current three month period due
principally to increased  bulk sales compared to the fourth quarter 
of fiscal 1997 ended September 30, 1997.  The Company's accounts 


                                     -13-


receivable balance increased approximately $2,681,000 during the 
current period also as a result of increased sales in the current 
quarter compared to the fourth  quarter of fiscal 1997.  There was 
also an increase in cash and cash equivalents of approximately 
$345,000.  Advances on fruit purchases decreased approximately 
$19,000 as the Company began processing fruit associated with the 
1997-98  season.  Also, there was a decrease of approximately 
$293,000 in prepaid expenses and other current assets and an 
increase of approximately $282,000 in deferred tax assets.

   Current liabilities increased approximately $5,075,000 during the
current  three  month  period compared  to  the  fiscal  year  ended
September 30, 1997.  There was an increase of approximately $264,000
in  accounts  payable and accrued liabilities as  a  result  of  the
beginning of the processing season. The current portion of long-term
debt decreased approximately $189,000, and note payable increased by
$5,000,000.

   At December 31, 1997 the Company's outstanding long-term debt was
approximately $40,925,000 including the working capital facility  of
approximately  $23,249,000.  In addition,  current  installments  of
long-term  debt  were approximately $7,087,000  with  the  remaining
amounts due on various dates over the subsequent eleven years.   The
Company  anticipates  that the amounts due  over  the  next  twelve
months will be paid out of working capital or refinancing of existing
mortgages.  At December 31,  1997, the  Company  was  in  compliance 
with  all  but  one  of  its  loan covenants.  That  covenant calls  
for  consolidated  net   income available  for debt service to be at 
least 1.25 times  debt  service measured over the last four quarters.  
As a result of the losses  in the  first quarter of fiscal 1998, the 
Company only achieved a ratio of  consolidated  net  income available 
for  debt  service  to debt service  of .90 for the past four quarters.  
The lender has  waived this requirement for the current three month 
period without penalty.  Management believes its relationships with 
its lenders are good.

   During the first quarter of  the  current fiscal  year,  capital
expenditures of approximately $454,000  were made for the installation 
of new irrigation systems on 2,025  acres of Company-owned groves.  
Also, cost of caring for newly planted citrus trees in the amount of 
approximately $374,000 were capitalized.  Additional expenditures of 
approximately $1,511,000 were made during the current period primarily 
for the purpose of improving the efficiency and capacity of the Bartow
processing facility.  Also during the current period expenditures of
approximately  $37,000 were  made  for  grove  operations equipment.
The Company anticipates that these improvements will be   financed  
principally  from  working  capital  or  by  securing additional funds 
under existing mortgages.

     During the past three fiscal years, the Company has been making 
capital expenditures to improve and update the 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" related to its older computer systems.  Management 
believes that the new systems will be completed in fiscal 1998 and that 
the Company will then be in compliance with "Year 2000 Issues".



                      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, which, if true, would be the largest Florida
crop in history.  In February 1998, the USDA left this estimate unchanged.


                                    -14-


                     PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   None

                                  
 Exhibit                     EXHIBIT                         Page
   No.                                                        No.
                                                           
                                                           
  10.28    The Seventh Amendment to the Loan Agreement     
           By  and Among Orange-co, Inc., Orange-co of
           Florida,  Inc.  and SunTrust Bank,  Central
           Florida,    National   Association    dated
           February 3, 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: February 13, 1998              By:/s/ Gene Mooney
                                           ---------------
                                           Gene Mooney
                                           President and
                                           Chief Operating Officer




   Date: February 13, 1998              By:/s/ Dale A. Bruwelheide
                                           -----------------------
                                           Dale A. Bruwelheide
                                           Vice President,
                                           Chief Financial Officer, and
                                           Principal Accounting Officer


                                    -15-