<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-Q

                   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended June 30, 1998               Commission File No. 1-13453
                      -------------                                   -------

                           TODHUNTER INTERNATIONAL, INC.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)


  DELAWARE                                           59-1284057
--------------------------------------------------------------------------------
(State or other jurisdiction of              IRS employer identification No.
incorporation or organization)

222 Lakeview Avenue,           Suite 1500,      West Palm Beach, FL       33401
--------------------------------------------------------------------------------
 (Address of principal executive offices)                             (Zip Code)

Registrant's telephone number including area code:  (561) 655-8977


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 such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 30 days.

Yes    X        No         
     ----          ----

The number of shares outstanding of registrant's Common Stock, $.01 par value
per share, as of  August 11, 1998 was 4,949,714.

<PAGE>

                           TODHUNTER INTERNATIONAL, INC.

                                       INDEX

<TABLE>
<CAPTION>

                                                                    PAGE NO.
                                                                   --------
<S>      <C>                                                       <C>

PART I   FINANCIAL INFORMATION

         Item 1   Financial Statements 

                  Consolidated Balance Sheets - 
                  June 30, 1998 and September 30, 1997                    1

                  Consolidated Statements of Income -
                  Nine and Three Months Ended June 30, 1998 and 1997      3

                  Consolidated Statements of Cash Flows -
                  Nine Months Ended June 30, 1998 and 1997                4

                  Notes to Consolidated Financial Statements              6

         Item 2   Management's Discussion and Analysis of Financial 
                  Condition and Results of Operations                     9

         Item 3   Quantitative and Qualitative Disclosures About 
                  Market Risk                                             *


PART II  OTHER INFORMATION

         Item 1   Legal Proceedings                                      17

         Item 2   Changes in Securities and Use of Proceeds               *

         Item 3   Defaults Upon Senior Securities                         *

         Item 4   Submission of Matters to a Vote of Security Holders     *

         Item 5   Other Information                                       *

         Item 6   Exhibits and Reports on Form 8-K                       18

         Signatures                                                      20
                                          
* Item is omitted because answer is negative or item is inapplicable.
</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1.   Financial Statements

                           TODHUNTER INTERNATIONAL, INC.
                            CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                   June 30,        September 30,  
                                                     1998             1997      
                                                 -------------   ----------------
                                                   (Unaudited)          *    
<S>                                              <C>             <C>
ASSETS 

CURRENT ASSETS 
   Cash and cash equivalents                       $ 4,243,537   $  4,904,804 
   Trade receivables                                11,533,830     11,051,085 
   Other receivables                                 2,820,468      2,116,110 
   Inventories                                      24,582,031     20,086,901 
   Notes receivable, current maturities              1,670,349      1,435,868 
   Deferred income taxes                               925,000      1,162,000 
   Other current assets                              2,015,890      1,580,034 
                                                 -------------   ----------------
      Total current assets                          47,791,105     42,336,802 
                                                 -------------   ----------------
LONG-TERM NOTES  RECEIVABLE,  
   less current maturities                           5,318,889      6,369,986 
                                                 -------------   ----------------
PROPERTY AND EQUIPMENT                              73,051,640     71,180,129 
   Less accumulated depreciation                    31,244,177     28,236,375 
                                                 -------------   ----------------
                                                    41,807,463     42,943,754 
                                                 -------------   ----------------
PROPERTY HELD FOR LEASE                              2,523,196      2,428,059 
   Less accumulated depreciation                     1,101,480        998,882 
                                                 -------------   ----------------
                                                     1,421,716      1,429,177 
                                                 -------------   ----------------
GOODWILL, less accumulated amortization                397,609        422,168 
                                                 -------------   ----------------
OTHER ASSETS                                         1,922,241      2,116,568 
                                                 -------------   ----------------
                                                   $98,659,023  $  95,618,455 
                                                 -------------   ----------------
                                                 -------------   ----------------
</TABLE>

*From audited financial statements.
See Notes to Consolidated Financial Statements.

                                        1

<PAGE>

                           TODHUNTER INTERNATIONAL, INC.
                            CONSOLIDATED BALANCE SHEETS
                                          
                                          
<TABLE>
<CAPTION>

                                                     June 30,    September 30,  
                                                       1998          1997      
                                                 -------------   ----------------
                                                    (Unaudited)       *    
<S>                                              <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY 

CURRENT LIABILITIES 
   Current maturities of long-term debt            $ 1,968,872   $  2,937,744 
   Accounts payable                                  4,225,414      5,039,252 
   Accrued interest expense                            504,617      1,404,444 
   Other accrued expenses                            1,769,694      1,315,600 
                                                 -------------   ----------------
      Total current liabilities                      8,468,597     10,697,040 

LONG-TERM DEBT, less current maturities             45,643,902     43,135,080 

DEFERRED INCOME TAXES                                4,718,000      4,852,000 

OTHER LIABILITIES                                       43,760        225,713 
                                                 -------------   ----------------
                                                    58,874,259     58,909,833 
                                                 -------------   ----------------
MINORITY INTEREST                                       63,779        418,249 
                                                 -------------   ----------------
STOCKHOLDERS' EQUITY 
   Preferred stock, par value $.01 per share; 
      authorized 2,500,000 shares, 
      no shares issued 
   Common stock, par value $.01 per share; 
      authorized 10,000,000 shares; issued and 
      outstanding  June 30, 1998 and 
      September 30, 1997; 4,949,714 shares              49,497         49,497 
   Additional paid-in capital                       11,945,777     11,945,777 
   Retained earnings                                27,725,711     24,295,099 
                                                 -------------   ----------------
                                                    39,720,985     36,290,373 
                                                 -------------   ----------------
                                                  $ 98,659,023  $  95,618,455 
                                                 -------------   ----------------
                                                 -------------   ----------------
</TABLE>

*From audited financial statements.
See Notes to Consolidated Financial Statements.

                                  2

<PAGE>


                           TODHUNTER INTERNATIONAL, INC.
                         CONSOLIDATED STATEMENTS OF INCOME
                                    (Unaudited)
                                          

<TABLE>
<CAPTION>


                                                  Nine Months Ended June 30,      Three Months Ended June 30, 
                                                  ---------------------------     ----------------------------
                                                      1998           1997             1998           1997  
                                                  ------------  -------------     ------------   -------------
<S>                                               <C>            <C>              <C>             <C>
 Sales                                            $ 82,566,286   $ 87,610,587     $ 28,736,912    $ 31,098,602
   Less excise taxes                                27,353,723     29,135,916        8,944,554       8,975,475
                                                  ------------  -------------     ------------   -------------
   Net Sales                                        55,212,563     58,474,671       19,792,358      22,123,127

 Cost of goods sold                                 38,606,755     42,319,716       13,528,873      16,038,289
                                                  ------------  -------------     ------------   -------------
   Gross profit                                     16,605,808     16,154,955        6,263,485       6,084,838

 Selling, general and administrative  
  expenses                                          10,593,481      9,641,187        3,684,002       3,422,839
                                                  ------------  -------------     ------------   -------------
   Operating income                                  6,012,327      6,513,768        2,579,483       2,661,999
                                                  ------------  -------------     ------------   -------------
 Other income (expense): 
   Interest income                                     500,507        619,287          158,491         202,143
   Interest expense                                 (3,006,155)    (3,155,669)      (1,020,212)     (1,092,560) 
   Other, net                                          652,682        803,909           (6,591)        144,945
                                                  ------------  -------------     ------------   -------------
                                                    (1,852,966)    (1,732,473)        (868,312)       (745,472) 
                                                  ------------  -------------     ------------   -------------
 Income before income taxes                          4,159,361      4,781,295        1,711,171       1,916,527
                                                  ------------  -------------     ------------   -------------
 Income tax expense: 
   Current                                             625,749        144,635          349,442          64,640
   Deferred                                            103,000        966,000           35,000         365,000
                                                  ------------  -------------     ------------   -------------
                                                       728,749      1,110,635          384,442         429,640
                                                  ------------  -------------     ------------   -------------
   Net income                                      $ 3,430,612    $ 3,670,660      $ 1,326,729     $ 1,486,887
                                                  ------------  -------------     ------------   -------------
                                                  ------------  -------------     ------------   -------------
 Earnings per common share: 
   Basic                                                $ 0.69         $ 0.74           $ 0.27          $ 0.30
                                                  ------------  -------------     ------------   -------------
                                                  ------------  -------------     ------------   -------------
   Diluted                                              $ 0.69         $ 0.74           $ 0.27          $ 0.30
                                                  ------------  -------------     ------------   -------------
                                                  ------------  -------------     ------------   -------------
 Common shares and equivalents 
   outstanding: 
   Basic                                             4,949,714      4,940,964        4,949,714       4,949,714
                                                   ------------  -------------     ------------   -------------
                                                   ------------  -------------     ------------   -------------
   Diluted                                           4,987,966      4,962,020        4,977,139       4,962,337
                                                   ------------  -------------     ------------   -------------
                                                   ------------  -------------     ------------   -------------

</TABLE>

See Notes to Consolidated Financial Statements.


                                                     3

<PAGE>

                           TODHUNTER INTERNATIONAL, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                              

<TABLE>
<CAPTION>
                                                          Nine Months Ended June 30, 
                                                         ---------------------------
                                                             1998          1997      
                                                         ------------- --------------
<S>                                                      <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES 
  Net Income                                              $ 3,430,612   $  3,670,660
  Adjustments to reconcile net income to net cash 
    provided by (used in) operating activities: 
    Depreciation                                            3,097,586      2,942,074
    Amortization                                               70,581        202,381
    (Gain) on investment transactions                               -        (21,843) 
    (Gain) on sale of property and equipment                   (6,440)       (32,537) 
    Equity in earnings of affiliates                          110,000         16,022
    Deferred income taxes                                     103,000        966,000
    Minority interest increase (decrease)                    (354,470)           465
    Changes in assets and liabilities: 
    (Increase) decrease in: 
       Receivables                                         (1,187,103)    (2,344,795) 
       Inventories                                         (4,495,130)    (3,284,617) 
       Other current assets                                  (435,856)      (604,924) 
    Increase (decrease) in: 
       Accounts payable                                      (813,838)     1,110,638
       Accrued interest expense                              (899,827)      (635,732) 
       Other accrued expenses                                 454,094       (453,935) 
       Other liabilities                                     (181,953)       374,876
    Discontinued operations                                         -        256,994
                                                           ------------- --------------
  Net cash provided by (used in) operating activities      (1,108,744)     2,161,727
                                                           ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES 
  Proceeds from sale of property and equipment                 31,559         34,136
  Proceeds from sale of marketable securities                       -         21,843
  Principal payments received on notes receivable             863,809      1,132,833
  Purchase of property and equipment                       (1,978,953)    (2,963,018) 
  Disbursements for notes receivable                          (47,193)       (32,500) 
  Redemption of certificates of deposit                             -      4,494,375
  Decrease in other assets                                     38,305        110,383 
                                                           ------------- --------------
       Net cash provided by (used in) investing 
        activities                                       $ (1,092,473)  $  2,798,052 
                                                           ------------- --------------
</TABLE>

                                     (Continued)

                                          4

<PAGE>

                           TODHUNTER INTERNATIONAL, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                    (Unaudited)

<TABLE>
<CAPTION>

                                                    Nine Months Ended June 30,
                                                    ----------------------------
                                                           1998          1997 
                                                    ------------- --------------
<S>                                                <C>             <C>

CASH FLOWS FROM FINANCING ACTIVITIES                                          
  Net borrowings (payments) on line of credit          $  4,485,476   $ (1,585,975) 
  Proceeds from issuance of common stock                          -        157,500
  Principal payments on long-term borrowings             (2,945,526)    (1,400,000) 
                                                        ------------- --------------
    Net cash provided by (used in) financing activities   1,539,950     (2,828,475) 
                                                        ------------- --------------
    Net increase (decrease) in cash and cash equivalents   (661,267)     2,131,304
Cash and cash equivalents: 
  Beginning                                               4,904,804      2,594,246
                                                        ------------- --------------
  Ending                                                $ 4,234,537    $ 4,725,550
                                                        ------------- --------------
                                                        ------------- --------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
  Cash payments for: 
    Interest                                            $ 3,905,982   $  3,791,401
                                                       ------------- --------------
                                                       ------------- --------------
    Income taxes                                        $   406,937   $    214,000
                                                       ------------- --------------
                                                       ------------- --------------
</TABLE>


See Notes to Consolidated Financial Statements.

                                            5

<PAGE>

                           TODHUNTER INTERNATIONAL, INC.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)

Note 1.   Basis of Presentation

The consolidated financial statements included herein have been prepared by 
the Company, without audit, pursuant to the rules and regulations of the 
Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations.  In the opinion of management, all 
adjustments, consisting only of normal recurring adjustments necessary for a 
fair presentation of the financial information of the periods indicated have 
been included.  For further information regarding the Company's accounting 
policies, refer to the consolidated financial statements and related notes 
included in the Company's Annual Report on Form 10-K for the year ended 
September 30, 1997.

Note 2.   Inventories

The major components of inventories are:


<TABLE>
<CAPTION>

                                    June 30, 1998           September 30, 1997  
                                   --------------           ------------------
                                     (Unaudited)
<S>                                <C>                      <C>

     Finished goods                $    16,927,174          $    12,318,664 
     Work in process                       798,156                1,639,970 
     Raw materials and supplies          6,856,701                6,128,267 
                                   -----------------        ------------------
                                   $    24,582,031          $    20,086,901 
                                   -----------------        ------------------
                                   -----------------        ------------------
</TABLE>


                                         6

<PAGE>

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                    (Unaudited)
                                          


Note 3.   Financing Arrangements

Long-term debt consists of the following as of June 30, 1998.
<TABLE>
<S>                                                                   <C>

Senior notes, interest payable semiannually at 8.905%, principal 
  payments of $6,800,000 on October 30, 1999, $7,933,333 on           
  October 30, 2000 and 2001, $4,533,334 on October 30, 2002 and       
  $3,400,000 on October 30, 2003 and 2004, unsecured (1)                  $  34,000,000 
               
Revolving credit note of $20,000,000, interest payable monthly at        
  the prime rate for domestic loans and at 1.5% above the one month        
  London Interbank Offered Rate ("LIBOR") for Eurodollar loans,       
  principal is due in full November 1, 1999.  The maximum amount           
  which can be drawn on the revolving note is based on the borrowing       
  base as specified in the agreement, unsecured                               8,732,423 
               
Bank note payable, interest is calculated based upon a floating rate of  
  2.5% above the one month LIBOR rate, quarterly principal payments          
  of $250,000, collateralized by real property, equipment, machinery       
  and trade receivables in the Virgin Islands (2)                             3,750,000 
               
Note payable, interest at 7.5%, principal and interest payments          
  required through 1999                                                       1,130,351 
                                                                          ----------------
                                                                             47,612,774 
Less current maturities                                                       1,968,872 
                                                                          ----------------
                                                                          $  45,643,902 
                                                                          ----------------
                                                                          ----------------
</TABLE>

The Company uses interest swap agreements to change the fixed/variable 
interest rate mix of the debt portfolio to reduce the Company's aggregate 
risk to movements in interest rates. Amounts paid or received under interest 
rate swap agreements are accrued as interest rates change and are recognized 
over the life of the swap agreements as an adjustment to interest expense. 
The related amounts payable to, or receivable from, the counterparties are 
included in accrued interest expense. The fair value of the swap agreement 
noted in (2) below was not recognized in the consolidated financial 
statements since it is accounted for as a hedge. The criteria required to be 
met for hedge accounting is that a) the item to be hedged exposes the Company 
to interest rate risk and b) the interest rate swap reduces that exposure and 
is designated a  hedge. The fair value and the related change in fair value 
of the agreement noted in (1) below is not significant to the financial 
statements. A summary of the interest rate swaps is as follows:

(1)  The Company has entered into an interest rate swap agreement with a bank 
calling for the Company to exchange, as of May 1 and November 1 through 2004, 
interest payment streams calculated on a principal balance starting at 
$4,000,000 and reducing starting in November 1999.  The Company's interest is 
calculated based upon a floating rate of 1.06% above the six-month LIBOR 
rate. The bank's rate is 8.905%.

                                       7

<PAGE>

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -  Continued 
                              (Unaudited)

(2)  The Company has entered into an interest rate swap agreement accounted 
for as a hedge with a bank.  The agreement calls for the Company to exchange, 
as of January 1, April 1,  July 1, and October 1, through 2002, interest 
payment streams calculated on a notional balance equal to the principal 
balance of the bank note payable.  The Company's rate is fixed at 8.46%.

The long-term debt contains various restrictive covenants related to 
fixed-charge coverage, interest expense coverage, net worth and debt 
limitation.  The Company was in compliance with these covenants as of June 
30, 1998.

Note 4.   Earnings Per Common Share

Basic earnings per common share are calculated by dividing net income by the 
average common shares outstanding.  On a diluted basis, shares outstanding 
are adjusted to assume the exercise of stock options. 

<TABLE>
<CAPTION>

                                                     Nine Months Ended June 30,   Three Months Ended June 30, 
                                                   ----------------------------  ------------------------------
                                                       1998           1997            1998           1997  
                                                   -----------   ------------     ------------   --------------
<S>                                                <C>           <C>              <C>             <C>

Net income                                         $ 3,430,612    $ 3,670,660      $ 1,326,729    $ 1,486,887 
                                                   -----------   ------------     ------------   --------------
                                                   -----------   ------------     ------------   --------------
Determination of shares: 
  Weighted average number of 
    common shares outstanding                        4,949,714      4,940,964        4,949,714      4,949,714 
  Shares issuable on exercise 
    of stock options, net of shares assumed  
    to be purchased out of proceeds                     38,252         21,056           27,425         12,623 
                                                   -----------   ------------     ------------   --------------
  Average common shares outstanding for 
    diluted computation                              4,987,966      4,962,020        4,977,139      4,962,337 
                                                   -----------   ------------     ------------   --------------
                                                   -----------   ------------     ------------   --------------
Earnings per common share 
Basic                                                   $ 0.69         $ 0.74           $ 0.27         $ 0.30 
                                                   -----------   ------------     ------------   --------------
                                                   -----------   ------------     ------------   --------------
Diluted                                                 $ 0.69         $ 0.74           $ 0.27         $ 0.30 
                                                   -----------   ------------     ------------   --------------
                                                   -----------   ------------     ------------   --------------
</TABLE>

The Company's Virgin Islands subsidiary has a five year tax exemption, 
expiring January 31, 2002, on 90% of the subsidiary's income as determined 
under United States Federal income tax laws.  The tax exemption increased 
earnings per share $0.17 and $0.04 for the nine and three months ended June 
30, 1998, respectively, and $0.15 and $0.07 for the nine and three months 
ended June 30, 1997, respectively.  Based on historical experience, 
management expects that this exemption will be renewed in the future.

                                      8

<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Condition and 
Results of Operations 

     The Company produces citrus-based brandy, distilled spirits, rum and 
fortified wine used as ingredients by producers of beverage alcohol; bottles 
coolers, prepared cocktails and other beverages on a contract basis; and 
produces a complete line of spirits.  The Company also imports and markets 
beverage alcohol and produces vinegar, cooking wine and other alcohol-related 
products.

     BULK ALCOHOL PRODUCTS.  The Company distills citrus brandy, citrus and 
cane spirits and rum, produces fortified citrus wine, and sells these 
products to over 30 producers of beverage alcohol in the United States and 
other foreign countries.  The Company also sells bulk grain alcohol, 
primarily to export customers.  Grain alcohol is purchased from several 
suppliers located in the Midwest.  Citrus brandy and spirits are distilled 
from citrus juice by-products purchased from manufacturers of citrus juice 
concentrate. The Company's citrus brandy is used primarily as an ingredient 
in flavored brandies.  Citrus spirits are used primarily as a fortifying 
ingredient to increase the alcohol content of the Company's citrus wine and 
the wine of other manufacturers.  The Company's citrus wine is fermented from 
citrus juice and fortified to increase its alcohol content to approximately 
20% by volume.  Known as fortified citrus wine, this product is used 
primarily as an ingredient in cordials, whiskies and other beverage alcohol.  
Rum and cane spirits are distilled from sugar cane molasses and are sold to 
other bottlers of rum, producers of beverage alcohol, food companies and 
flavor manufacturers.  Rum is also used in the Company's spirits line.

     CASE GOODS SPIRITS.  The Company produces, bottles and sells a complete 
line of spirits under its own proprietary labels and under the private labels 
of major retailers of liquor located in the Southeast.  These products 
currently include rum, gin, vodka, tequila, cordials and various whiskies, 
and the Company continues to add additional products to this line.  Since the 
acquisition of the Virgin Islands operations in 1994, the Company also 
produces and sells case goods spirits in the U.S. Virgin Islands under the 
Cruzan Rum label.  The Company's proprietary labels include Cruzan Estate 
Rums, Cruzan Rums, Ron Carlos Rums, Conch Republic Rums and "James's Harbor" 
(gin, rum and vodka).  The Company distills its own rum, but generally 
produces its other spirits from grain alcohol purchased from third parties.  
Depending on the particular formula for a product, the Company adds flavoring 
and/or sugar, reduces the product's proof and then filters and bottles the 
finished product.  In 1996, the Company began to import and market Cruzan 
Rum, Porfidio Tequila and several brands from the former Blair product line 
which was discontinued in 1995.  Since 1996, management's strategy has been 
to focus on marketing and building premium brands in its case goods spirits 
business with an initial emphasis on the rum and tequila categories.

     CONTRACT BOTTLING.   The Company bottles coolers, prepared cocktails and 
other beverage alcohol on a contract basis for other producers.  The Company 
also bottles non-alcohol beverages on a contract basis, including fruit 
juices, carbonated and non-carbonated fruit-flavored beverages, flavored 
sparkling water and ready-to-drink brewed iced teas.

     VINEGAR AND COOKING WINE.  To complement its distilling, winery and 
bottling operations, the Company produces vinegar and cooking wine for sale 
to condiment manufacturers, food service distributors and major retailers.  
The Company's sales to retailers are sold under its own proprietary labels 
and under the private labels of major retailers in the Southeast.

                                 9

<PAGE>

          The Company's net sales and gross margins (gross profit as a 
percentage of net sales) vary depending on the mix of business among the 
Company's products.  Historically, gross margins have been highest in bulk 
alcohol products and lower in case goods spirits, contract bottling, vinegar 
and cooking wine operations.  Within its contract bottling operations, sales 
and gross margins have varied substantially based upon the mix of business 
from the Company's "Type A" and "Type B" bottling customers.  Type A bottling 
customers pay the Company to purchase their raw materials and these costs are 
passed through to the customer.  Type B bottling customers supply their own 
raw materials and are only charged for bottling charges.  Although gross 
profit per case for the Company's Type A and Type B bottling customers is 
approximately equal, given the same case volume, net sales and cost of goods 
sold with respect to products bottled for Type A bottling customers are 
higher, and gross margins are lower, than for Type B bottling customers.  As 
a result, significant fluctuations in volume of Type A bottling customers can 
distort the Company's gross margin.

     The Company has a limited number of customers, and these customers often 
purchase bulk alcohol products in significant quantities or place significant 
orders for contract bottling services.  Accordingly, the size and timing of 
purchase orders and product shipments can cause operating results to 
fluctuate significantly from quarter to quarter.  Additionally, some Company 
products generate higher profit margins than others, and changes in the 
Company's product mix will cause gross margins to fluctuate.  Certain aspects 
of the Company's business are also seasonal, with increased demand for the 
Company's contract bottling services from April to October and increased 
production of the Company's bulk alcohol products during the months from 
October to June, corresponding to the Florida citrus-harvest season.  As a 
result of these factors, the Company's operating results vary significantly 
from quarter to quarter.

     Net sales represent the Company's gross sales less excise taxes.  Excise 
taxes are generally payable on products bottled by the Company.  In addition, 
excise taxes are payable on sales of industrial alcohol to certain customers. 
Accordingly, excise taxes vary from period to period depending upon the 
Company's product and customer mix.

RECENT ACCOUNTING PRONOUNCEMENTS

     In February 1997, the Financial Accounting Standards Board (FASB) issued 
Statement of Financial Accounting Standard (SFAS) No. 128, "Earnings per 
Share", which simplifies existing computational guidelines, revises 
disclosure requirements, and increases the comparability of earnings per 
share on an international basis.  The Company adopted SFAS No. 128 in its 
first quarter of fiscal year 1998.

     In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments 
of an Enterprise and Related Information," which changes the way public 
companies report information about operating segments.  SFAS No. 131, which 
is based on the management approach to segment reporting, establishes 
requirements to report selected segment information quarterly and to report 
entity-wide disclosures about products and services, major customers, and the 
material countries in which the entity holds assets and reports revenue.  
Management has not yet evaluated the effects of these changes on its 
reporting of segment information. The Company will adopt SFAS No. 131 in its 
fiscal year 1999.

YEAR 2000 COMPLIANCE

     The Company has initiated a program to prepare the Company's information 
systems for the Year 2000, and to upgrade its information systems generally. 
The Company has assessed the impact of the Year 2000 issue on its operations, 
including the cost of new software and hardware required addressing this 
issue. The Company has recently completed its software selection process and 
is currently implementing new software and hardware to address the Year 2000 
issue. Based on the Company's current implementation timetable it is expected 
that the Company will be Year 2000 compliant by January 1, 1999.  At the 
present time, it is not expected that the costs to prepare the Company's 
information systems for the Year 2000 will have any material adverse effect 
on the Company's results of operations, liquidity or capital resources.  The 
Company is in the process of assessing the Year 2000 compliance of its 
vendors, customers and other third parties with which it does business and 
expects to complete this process by January 1, 1999.

                                10

<PAGE>

FORWARD-LOOKING STATEMENTS

     Management's Discussion and Analysis of Financial Condition and Results 
of Operations may contain, among other things, information regarding revenue 
growth, expenditure levels, Year 2000 compliance and plans for development. 
These statements could be considered forward-looking statements that involve 
a number of risks and uncertainties.  The following is a list of factors, 
among others, that could cause actual results to differ materially from the 
forward-looking statements:  the ability of the Company's MIS personnel to 
recognize and address the Company's Year 2000 issues; business conditions and 
growth in certain market segments and industries and the general economy; 
competitive factors including increased competition and price pressures; 
availability of third party component products at reasonable prices; excise 
taxes; foreign currency exposure; changes in product mix; lower than expected 
customer orders and quarterly seasonal fluctuation of those orders; and 
product shipment interruptions.

     Certain amounts presented in this Item 2 have generally been rounded to 
the nearest thousand and hundred thousand, as applicable, but the percentages 
calculated are based on actual amounts without rounding.

                                  11

<PAGE>

                               RESULTS OF OPERATIONS

          The following tables set forth  statement of operations items as a 
percentage of net sales and information on net sales of certain Company 
products.

<TABLE>
<CAPTION>

                                   NINE MONTHS ENDED JUNE 30,    THREE MONTHS ENDED JUNE 30, 
                                   ---------------------------   ----------------------------
                                     1998           1997           1998           1997 
                                   ----------     -----------    -----------     ------------
<S>                              <C>            <C>            <C>             <C>

   Net sales                          100.0%         100.0%         100.0%         100.0%
   Cost of goods sold                  69.9           72.4           68.4           72.5
                                   ----------     -----------    -----------     ------------
   Gross margin                        30.1           27.6           31.6           27.5
   Selling, general and 
    administrative expenses            19.2           16.5           18.6           15.5
                                  ----------     -----------    -----------     ------------
   Operating income                    10.9           11.1           13.0           12.0
   Interest expense                    (5.4)          (5.3)          (5.2)          (4.9) 
   Other income (expense), net          2.0            2.4            0.8            1.6
                                  ----------     -----------    -----------     ------------
   Income before income taxes           7.5            8.2            8.6            8.7
   Income tax expense                  (1.3)          (1.9)          (1.9)          (2.0) 
                                  ----------     -----------    -----------     ------------
   Net income                           6.2%           6.3%           6.7%           6.7%
                                  ----------     -----------    -----------     ------------
                                  ----------     -----------    -----------     ------------
</TABLE>

<TABLE>
<CAPTION>

                                        NINE MONTHS ENDED JUNE 30,                 THREE MONTHS ENDED JUNE 30,
                               -----------------------------------------    -----------------------------------------
                                  1998           1997         % CHANGE         1998          1997         % CHANGE 
                               ----------     ----------     -----------    -----------    ----------    ------------
                                     (in thousands)                               (in thousands) 
<S>                            <C>            <C>             <C>            <C>           <C>            <C>

Bulk alcohol products          $ 21,024       $ 21,850            (3.8)      $ 7,045        $ 7,620            (7.5) 
Case goods spirits               16,020         14,617             9.6         6,087          5,016            21.4
Contract bottling                 6,469         10,448           (38.1)        2,924          5,186           (43.6) 
Vinegar and cooking wine          7,648          6,766            13.0         2,605          2,376             9.7
Other                             4,052          4,794           (15.5)        1,132          1,925           (41.2) 
                               ----------     ----------     -----------    -----------    ----------    ------------
                               $ 55,213       $ 58,475            (5.6)     $ 19,793       $ 22,123           (10.5) 
                               ----------     ----------     -----------    -----------    ----------    ------------
                               ----------     ----------     -----------    -----------    ----------    ------------
</TABLE>

The following table provides unit sales volume data for certain Company 
products.

<TABLE>
<CAPTION>
                                            NINE MONTHS ENDED JUNE 30,                 THREE MONTHS ENDED JUNE 30,
                                   -----------------------------------------    -----------------------------------------
                                      1998           1997         % CHANGE         1998          1997         % CHANGE 
                                   ----------     ----------     -----------    -----------    ----------    ------------
                                       (in thousands)                               (in thousands) 
<S>                               <C>            <C>             <C>            <C>           <C>            <C>

Bulk alcohol products: 
 Distilled products, in proof gallons
  Citrus Brandy                          1,142       1,447         (21.1)          297            378           (21.5) 
  Citrus Spirits                           675         752         (10.2)          217            263           (17.4) 
  Rum                                    3,255       3,212           1.3         1,036          1,220           (15.1) 
  Cane Spirits                             475         379          25.3           180            103            74.0
  Grain alcohol                          2,285       2,242           1.9         1,010          1,107            (8.7) 
 Fortified citrus wine, in gallons       4,914       4,749           3.5         1,706          1,622             5.1
Case goods spirits, in cases               869         826           5.3           293            262            12.1
Contract bottling, in cases              2,513       3,389         (25.8)        1,015          1,634           (37.9) 
Vinegar 
  Bulk, in 100 grain gallons             3,616       3,274          10.4         1,556          1,277            21.9
  Cases                                    368         406          (9.5)          119            135           (12.5) 
  Drums, in 100 grain gallons              613         307          99.4           261             69           276.1
Cooking Wine 
  Bulk, in gallons                          57          33          74.1            19              5           352.8
  Cases                                    185         153          21.2            52             50             4.8

</TABLE>


                                          12

<PAGE>


                         RESULTS OF OPERATIONS - CONTINUED


     NINE MONTHS ENDED JUNE 30, 1998 COMPARED TO NINE MONTHS ENDED JUNE 30, 
1997.  Unless otherwise noted, references to 1998 represent the nine month 
period ending June 30, 1998 and references to 1997 represent the nine month 
period ending June 30, 1997.

     NET SALES. Net sales were $55.2 million in 1998, a decrease of 5.6% from 
net sales of $58.5 million in 1997.

     Net sales of bulk alcohol products were $21.0 million in 1998, a 
decrease of 3.8% from net sales of $21.9 million in 1997. Bulk alcohol 
products produced by the Company include citrus brandy, citrus and cane 
spirits, rum and fortified citrus wine. The Company also buys grain alcohol 
which it resells, primarily to export customers. Unit sales of citrus brandy 
decreased 21.1% in 1998, primarily due to increased competition.  Unit sales 
of citrus brandy have also declined as a result of a decline in demand for 
brandy products which management believes is due to changing demographics. 
Management expects this trend to continue in the future. Unit sales of citrus 
spirits decreased 10.2% in 1998.  Unit sales of cane spirits increased 25.3% 
in 1998.  Unit sales of rum increased 1.3% in 1998. Unit sales of grain 
alcohol increased 1.9% in 1998. Grain alcohol is purchased from several 
suppliers located in the Midwest and resold primarily to export customers, 
the largest of which are in Eastern Europe and Russia. Unit sales of 
fortified citrus wine increased 3.5% in 1998.  Other than the Company's 
citrus brandy, the increases or decreases in sales of the Company's bulk 
alcohol products are attributable to the timing of customer orders.

     Net sales of case goods spirits were $16.0 million in 1998, an increase 
of 9.6% from net sales of $14.6 million in 1997.  Beginning in fiscal 1996, 
management's strategy has been to focus on marketing and building premium 
brands in its case goods spirits business with an initial emphasis on the rum 
and tequila categories.  

     Net sales of contract bottling services were $6.5 million in 1998, a 
decrease of 38.1% from net sales of $10.4 million in 1997.  The Company's 
contract bottling volume decreased 25.8% in 1998.  The decrease in volume is 
primarily attributable to a decrease in business with one of the Company's 
largest Type A bottling customers.  The Company believes that the business 
with this Type A bottling customer will not return to historical levels. The 
decrease in contract bottling volume with this customer was partially offset 
by increased volume with other existing customers.

     Net sales of vinegar and cooking wine were $7.6 million in 1998, an 
increase of 13.0% from net sales of $6.8 million in 1997.  The increase in 
net sales of vinegar and cooking wine was due to increased manufacturing 
efficiencies, which allowed the Company to increase sales to existing and new 
customers, and an improved product mix.  The Company's two vinegar plants are 
now approaching maximum capacity in its bulk vinegar business.  The Company 
may expand its vinegar production capacity to increase sales of bulk vinegar 
in the future.

     GROSS PROFIT.  Gross profit was $16.6 million in 1998, an increase of 
2.8% from gross profit of $16.2 million in 1997.  Gross margin increased to 
30.1% in 1998 from 27.6% in 1997.  The improvement in gross margin is 
primarily attributable to increased gross margins of the Company's bulk rum 
products in the Virgin Islands, reduced raw material costs in the Company's 
domestic distilling operations  and a decrease in contract bottling volume 
with a large Type A bottling customer.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses were $10.6 million in 1998, an increase of 9.9% from 
$9.6 million in 1997.  Selling, general  and administrative expenses were 
19.2% of net sales in 1998 and 16.5% in 1997.  The increase in selling, 
general and administrative expenses in 1998 is primarily attributable to the 
Company's increased emphasis on marketing its premium brands and imported 
products and legal fees relating to the Company's efforts to prosecute and 
settle various lawsuits arising from the Company's acquisition of Blair 
Importers, Ltd. in August 1994.  

                                 13

<PAGE>

                         RESULTS OF OPERATIONS - CONTINUED
                                          
                                          
     INTEREST INCOME.  The Company earns interest income on its cash 
investments and notes receivable.  The decrease in interest income in 1998 is 
due to decreased cash investments and amounts of notes receivable.

     INTEREST EXPENSE.  Interest expense was $3.0 million in 1998 and $3.2 
million in 1997. The decrease in interest expense was due to lower levels of 
debt outstanding during 1998 as compared to 1997.

     OTHER, NET.  Included in other income is rental income from the Bahamian 
subsidiary and non-recurring gains of $.4 million in 1998 and $.3 million in 
1997 relating to insured hurricane damage.  In 1998, other net includes 
losses of  $.1 million related to an unconsolidated subsidiary in the Virgin 
Islands which began business in August 1997.

     INCOME TAX EXPENSE.  The Company's effective income tax rate was 18% in 
1998 and 23% in 1997.  The low tax rate is attributable to the Virgin Islands 
subsidiary which has a 90% exemption from U.S. federal income taxes. Also, 
the Company recently amended its 1994 and 1995 federal income tax returns 
which has resulted in loss carryforwards available in the current year and a 
request for refund of income tax previously paid. 

     THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 
1997.  Unless otherwise noted, references to 1998 represent the three month 
period ending June 30, 1998 and references to 1997 represent the three month 
period ending June 30, 1997.

     NET SALES. Net sales were $19.8 million in 1998, a decrease of 10.5% 
from net sales of $22.1 million in 1997.

     Net sales of bulk alcohol products were $7.0 million in 1998, a decrease 
of 7.5% from net sales of $7.6 million in 1997.  Unit sales of citrus brandy 
decreased 21.5% in 1998, primarily due to increased competition.  Unit sales 
of citrus brandy have also declined as a result of a decline in demand for 
brandy products which management believes is due to changing demographics. 
Management expects this trend to continue in the future. Unit sales of citrus 
spirits decreased 17.4% in 1998.  Unit sales of cane spirits increased 74.0% 
in 1998. Unit sales of rum decreased 15.1% in 1998 primarily due to a buy-in 
prior to the Company's price increase for rum which was effective April 1, 
1998.  Unit sales of grain alcohol decreased 8.7% in 1998.  Unit sales of 
fortified citrus wine increased 5.1% in 1998.  Other than the Company's 
citrus brandy, the increases or decreases in sales of the Company's bulk 
alcohol products are attributable to the timing of customer orders.

     Net sales of case goods spirits were $6.1 million in 1998, an increase 
of 21.4% from net sales of $5.0 million in 1997.  Beginning in fiscal 1996, 
management's strategy has been to focus on marketing and building premium 
brands in its case goods spirits business with an initial emphasis on the rum 
and tequila categories.  Unit sales volume of case goods spirits increased 
12.1% in 1998.  The volume increase in case goods spirits is attributable to 
the value-priced, private label and premium brands components of this 
category.  This volume increase was partially offset by a decrease in the 
volume of case goods spirits sold in the Virgin Islands in 1998.

     Net sales of contract bottling services were $2.9 million in 1998, a 
decrease of 43.6% from net sales of $5.2 million in 1997.  The Company's 
contract bottling volume decreased 37.9% in 1998.  The decrease in volume is 
primarily attributable to a decrease in business with one of the Company's 
largest Type A bottling customers.  The Company believes that the business 
with this Type A customer will not return to historical levels.  The decrease 
in contract bottling volume with this customer was partially offset by 
increased volume with other existing customers.

     Net sales of vinegar and cooking wine were $2.6 million in 1998, an 
increase of 9.7% from net sales of $2.4 million in 1997.  The increase in net 
sales of vinegar and cooking wine was due to increased manufacturing 
efficiencies, which allowed the Company to increase sales to existing and new 
customers, and an improved product mix.  The Company's two vinegar plants are 
now approaching maximum capacity in its bulk vinegar business.  The Company 
may expand its vinegar production capacity to increase sales of bulk vinegar 
in the future.
                                          
                                         14
                                          
<PAGE>

                         RESULTS OF OPERATIONS - CONTINUED

     
     GROSS PROFIT.  Gross profit was $6.3 million in 1998, an increase of 
2.9% from gross profit of $6.1 million in 1997.  Gross margin increased to 
31.6% in 1998 from 27.5% in 1997.  The improvement in gross margin is 
primarily attributable to increased gross margins of the Company's bulk rum 
products in the Virgin Islands, reduced raw material costs in the Company's 
domestic distilling operations  and a decrease in contract bottling volume 
with a large Type A bottling customer.
                                          
     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses were $3.7 million in 1998, an increase of 7.6% from 
$3.4 million in 1997.  Selling, general  and administrative expenses were 
18.6% of net sales in 1998 and 15.5% in 1997.  The increase in selling, 
general and administrative expenses in 1998 is primarily attributable to the 
Company's increased emphasis on marketing its premium brands and imported 
products and legal fees relating to the Company's efforts to prosecute and 
settle various lawsuits arising from the Company's acquisition of Blair 
Importers, Ltd. in August 1994.  

     INTEREST INCOME.  The Company earns interest income on its cash 
investments and notes receivable.  The decrease in interest income in 1998 is 
due to decreased cash investments and amounts of notes receivable.

     INTEREST EXPENSE.  Interest expense was $1.0 million in 1998 and $1.1 
million in 1997.  The decrease in interest expense was due to lower levels of 
debt outstanding during 1998 as compared to 1997.

     OTHER, NET.  Included in other income is rental income from the Bahamian 
subsidiary.  In 1998, other net includes losses of $.1 million relating to an 
unconsolidated subsidiary in the Virgin Islands which began business in 
August 1997.

     INCOME TAX EXPENSE.  The Company's effective income tax rate was 22% in 
1998 and 22% in 1997.  The low tax rate is attributable to the Virgin Islands 
subsidiary which has a 90% exemption from income taxes.

                          LIQUIDITY AND CAPITAL RESOURCES

     During the nine months ended June 30, 1998, the Company increased 
production and inventory of its citrus brandy and citrus spirits products due 
to the availability of citrus molasses.  Citrus molasses is the primary raw 
material the Company uses in its citrus brandy and spirits products at its 
two Florida distilleries.  The Company buys citrus molasses, a by-product of 
citrus juice production, from local manufacturers of citrus juice and 
concentrate during the citrus harvest season, which generally runs from 
October to June.

     During the nine months ended June 30, 1998, the Company's inventory of 
case goods increased primarily due the expansion of its premium brands 
business.  The Company has expanded into new markets and has added new 
products such as Plymouth Gin, Cruzan Rum Cream and Porfidio's Reposado and 
Barrique Tequilas. The Company has also been building inventory for the 
heightened summer rum season.

     The Company's inventory of raw materials used in its contract bottling 
operations, primarily glass bottles, has increased due to seasonal demand. 
Demand for contract bottling services is highest during the months from April 
through October.     The Company's inventory of vinegar and cooking wine has 
increased to support increased sales levels.  The increase in receivables is 
primarily due to the increased level of bottling activity.

     At June 30, 1998, the Company had an unsecured bank line of credit of 
$20,000,000, which expires November 1, 1999.  The first $5 million of 
borrowings bear interest at 1.5% above the one-month LIBOR rate, and 
borrowings in excess of $5 million bear interest at the prime rate.  The 
amount which can be borrowed on the line is based on the borrowing base, as 
defined in the agreement.  The agreement requires the Company to maintain a 
tangible net worth, as defined, a maximum leverage ratio and minimum fixed 
charge, interest coverage and current ratios.  In addition, the agreement 
prohibits the payment of cash dividends. The Company was in compliance with 
these covenants as of June 30, 1998.

                                         15
                                          
<PAGE>

                    LIQUIDITY AND CAPITAL RESOURCES - CONTINUED

     The Company uses its line of credit to fund its U.S. manufacturing, 
importing and marketing operations.  The amount drawn on the line of credit 
was $8,732,423 as of June 30, 1998, and $4,246,947 as of September 30, 1997.  
The increase in the line of credit relates to the Company's increased level 
of production during the citrus harvest season, increased imports of tequila, 
increased contract bottling, payment of accrued interest and the payment of 
current maturities of long-term debt.  The line of credit was reduced during 
the nine months ended June 30, 1998, with repatriated, previously-taxed funds 
from the Bahamian subsidiary.
     
     The Company's total debt was $47.6 million as of June 30, 1998, and its 
ratio of debt to equity was 1.2 to 1.

     During the nine months ended June 30, 1998 the Company's capital 
expenditures amounted to $1,978,953.  The Company considers these 
expenditures normal replacements and upgrades of existing property and 
equipment.  Management expects the Company's normal annual requirements for 
capital expenditures to be approximately $2.5 million.  The Company has no 
material commitments for capital expenditures.

     The Company has operated in the Bahamas since 1964.  Under Bahamian law, 
the Company pays no taxes on the profits from these operations, and such 
profits have generally been retained in the Bahamas.  In addition, the 
Company has generally not paid United States federal income taxes on such 
profits. Repatriation of these profits could result in a significant United 
States federal income tax liability to the Company. 

     Based on current plans and business conditions, management expects that 
its cash and cash equivalents, together with any amounts generated from 
operations and available borrowings, will be sufficient to meet the Company's 
cash requirements for at least the next 12 months.


                                         16
                                          
<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

     There are no material legal proceedings pending, or, to the knowledge of 
management, threatened against the Company, except as set forth below.

Crisses Litigation

     On April 22, 1998, Andrew W. Crisses, a former director of the Company, 
filed suit against the Company in the Court of Chancery for the State of 
Delaware, New Castle County.  This suit alleges that the Company failed to 
advance payment of legal expenses he incurred in actions arising from his 
former position as a director of the Company.  Mr. Crisses seeks advancement 
of current and future attorneys fees and disbursements pursuant to the 
indemnification provisions of the Company's Articles of Incorporation and 
Delaware law.

     The Company and Mr. Crisses are negotiating the terms of a proposed 
settlement agreement (the "Proposed Settlement Agreement") and have agreed in 
principle to the basic terms of such a settlement.  The Company intends to 
require the dismissal of this action as part of the Proposed Settlement 
Agreement.

Other Pending Litigation

     The Company is presently negotiating with Charmer Industries, Inc., 
Andrew W. Crisses, and the former stockholders of Blair Importers, Ltd. 
("Blair") to enter into the Proposed Settlement Agreement to settle other 
pending legal and arbitration proceedings between these parties and the 
Company.  These proceedings arose from the Company's acquisition of Blair in 
August 1994 and have been described in the Company's prior filings with the 
Securities and Exchange Commission.  The parties have agreed in principle to 
the basic terms of this settlement.  As part of the Proposed Settlement 
Agreement, the Company intends to require the settlement and/or dismissal 
with prejudice of all such proceedings, except for the Company's lawsuit 
against Ernest D. Loewenwarter & Co.  The Company believes that this 
settlement, once completed, will not have a material adverse effect upon the 
Company, its results of operations, or its financial condition.

     There have been no material developments in the Loewenwarter Litigation 
and Ernest D. Loewenwarter & Co. is not a party to the Proposed Settlement 
Agreement.


                                         17
                                          
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibit Index
<TABLE>
<S>              <C>
       2.3       Agreement and Plan of Merger dated as of April 22, 1994 by and
                 among Todhunter International, Inc., Todhunter Acquisition,
                 Inc., Blair Importers, Ltd. and the Stockholders of Blair
                 Importers, Ltd. (2) 
       3.1       Amended and Restated Certificate of Incorporation of Todhunter
                 International, Inc. (1) 
       3.2       Amended and Restated By-Laws of Todhunter International, Inc.
                 (10) 
       4.1       Form of Todhunter International, Inc. Common Stock Certificate
                 (1) 
       10.2      Bulk Malt Purchase Agreement, dated as of September 25, 1991,
                 between Todhunter International, Inc. and Joseph E. Seagram &
                 Sons, Inc. (1) 
       10.3      Cooler Production Agreement dated as of October 15, 1987,
                 between Todhunter International, Inc. and Joseph E. Seagram &
                 Sons, Inc., as amended May 1, 1990 and August 27, 1991 (1) 
       10.5      Letter Agreement, dated January 1, 1998, between Todhunter
                 International, Inc. and A. Kenneth Pincourt, Jr. (13) 
       10.6      Todhunter International, Inc. 1992 Employee Stock Option Plan,
                 as amended (11) 
       10.7      Todhunter International, Inc. Defined Contribution Pension
                 Plan (1) 
       10.8      Lease, dated March 24, 1988, as amended, between Todhunter
                 International, Inc. and Especially West Palm Beach, Inc. (1) 
       10.10     Loan Agreement dated as of January 31, 1994, between Virgin
                 Islands Rum Industries, Ltd. and First Union National Bank of
                 Florida (3) 
       10.10(a)  Modification of Loan Agreement dated as of January 5, 1996,
                 amending Loan Agreement dated January 31, 1994 (6) 
       10.12     Guaranteed Subordinated Note Agreement dated as of August 4,
                 1994, among Todhunter International, Inc., Blair Importers,
                 Ltd., Charmer Industries, Inc. and certain shareholders
                 thereof (2) 
       10.13     Note Purchase Agreement dated as of October 30, 1994, among
                 Todhunter International, Inc., Blair Importers, Ltd. and
                 certain purchasers (3) 
       10.13(a)  First Amendment Agreement and Waiver dated as of February 1,
                 1996, amending Note Purchase Agreement dated as of October 30,
                 1994 (7) 
       10.14     Loan Agreement dated as of November 22, 1994, among Todhunter
                 International, Inc., Blair Importers, Ltd. and First Union
                 National Bank of Florida (3) 
       10.14(a)  Modification of Loan Agreement dated as of February 26, 1996,
                 amending Loan Agreement dated as of November 22, 1994 (7) 
       10.14(b)  Modification of Loan Agreement dated as of August 19, 1996,
                 amending Loan Agreement dated as of November 22, 1994, as
                 amended (8) 
       10.14(c)  Third Modification of Loan Agreement dated as of December 18,
                 1996, amending Loan Agreement dated as of November 22, 1994,
                 as amended (9) 
       10.17     Letter Agreement dated January 1, 1998, between Todhunter
                 International, Inc. and Jay S. Maltby (13) 
       11.1      Statement of Computation of Per Share Earnings (12) 
       21.1      Subsidiaries of Todhunter International, Inc. (5) 
       27.1      Financial Data Schedule (14) 
</TABLE>

      (1) Incorporated herein by reference to the Company's Registration
          Statement on Form S-1 (File No. 33-50848). 
     
      (2) Incorporated herein by reference to the Company's Current Report on
          Form 8-K for August 5, 1994, as amended. 
     
      (3) Incorporated herein by reference to the Company's Annual Report on
          Form 10-K for the year ended September 30, 1994. 
     
      (4) Incorporated herein by reference to the Company's Quarterly Report on
          Form 10-Q for the quarter ended June 30, 1995. 
     
     (5)  Incorporated herein by reference to the Company's Annual Report on
          Form 10-K for the year ended September 30, 1995. 
 
                               18
<PAGE>

     (6)  Incorporated herein by reference to the Company's Quarterly Report on
          Form 10-Q for the quarter ended December 31, 1995. 

     (7)  Incorporated herein by reference to the Company's Quarterly Report on
          Form 10-Q for the quarter ended March 31, 1996.

     (8)  Incorporated herein by reference to the Company's Annual Report on
          Form 10-K for the year ended September 30, 1996.

     (9)  Incorporated herein by reference to the Company's Quarterly Report on
          Form 10-Q for the quarter ended December 31, 1996.

     (10) Incorporated herein by reference to the Company's Quarterly Report on
          Form 10-Q for the quarter ended March 31, 1997.

     (11) Incorporated herein by reference to the Company's Annual Report on
          Form 10-K for the year ended September 30, 1997.

     (12) Filed herewith and incorporated herein by reference to Note 4 of Notes
          to Consolidated Financial Statements, included in Item 1 of the
          Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
          1998.

     (13) Incorporated herein by reference to the Company's Quarterly Report on
          Form 10-Q for the quarter ended March, 31, 1998.
     
     (14) Filed herewith.  
     
 (b) Reports on Form 8-K
          
          No reports on Form 8-K have been filed during the quarter ended June
30, 1998.

                                          19
<PAGE>


                                     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.

Date:  August 11, 1998                  /s/ A. Kenneth Pincourt, Jr.        
                                        ---------------------------------------
                                        A. Kenneth Pincourt, Jr.
                                        Chairman
                                        and Chief Executive Officer


Date:  August 11, 1998                  /s/ Troy Edwards  
                                        ---------------------------------------
                                        Troy Edwards
                                        Chief Financial Officer,
                                        Treasurer and Controller

                                          20