UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                               
                          FORM 10-KSB
          ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
                               
          For the fiscal year Ended December 31, 1998
                   Commission File No. 0-3026
                               
                         PARADISE, INC.
                    INCORPORATED IN FLORIDA
               IRS IDENTIFICATION NO.  59-1007583
                               
            1200 DR. MARTIN LUTHER KING, JR., BLVD.
                   PLANT CITY, FLORIDA 33566
                  TELEPHONE NO.  813-752-1155
                               
Securities Registered Under Section 12 (b) of the Exchange Act:
                              None
Securities Registered Under Section 12 (g) of the Exchange Act:
                                                                
                                             Name of Each Exchange
          Title of Each Class                     On Which Registered

          Common Stock,
             $.30 Par Value                            None

          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, and
          (2) has been subject to such filing requirements for the past
          90 days.  Yes   x   No___

          Check if there is no disclosure of delinquent filers in response to
          Item 405 of Regulation S-B contained in this form, and no
          disclosure will be contained, to the best of registrant's knowledge
          , in definitive proxy or information statements incorporated
          by reference in Part III of this Form 10-KSB or any amendment to
          this Form 10-KSB.  Yes x   No___

          Issuer's revenues for its most recent fiscal year:    $21,967,814

          State the aggregate market value of the voting stock held by
          nonaffiliates of the registrant, $5,018,077 (as of January 31,
          1999, bid price $17.00)

          Class                              Outstanding at December 31, 1998

          Common Stock,
           $.30 Par Value                         519,170 Shares

                         PARADISE, INC.
                               
                 1998 FORM 10-KSB ANNUAL REPORT
                       TABLE OF CONTENTS
                               
                             PART I

Item 1.   Description of Business                                  I-1 - I-5

Item 2.   Description of Property                                  I-5 - I-6

Item 3.   Legal Proceedings                                           I - 6

Item 4.   Submission of Matters to a Vote of
            Security Holders                                          I - 6

                             PART II

Item 5.   Market for Common Equity and
             Related Stockholder Matters                         II-1 - II-2

Item 6.   Management's Discussion and Analysis or
             Plan of Operation                                   II-3 - II-7

Item 7.   Financial Statements                                   II-8 - II-29

Item 8.   Changes In and Disagreements with Accountants
             On Accounting and Financial Disclosure                II - 30

                             PART III

Item 9.   Directors, Executive Officers, Promoters and
             Control Persons, Compliance with Section 16(a) of
              The Exchange Act                                  III-1 - III-2

Item 10.  Executive Compensation                                III-2 - III-4

Item 11.  Security Ownership of Certain Beneficial Owners
             And Management                                    III-4 - III-5

Item 12.  Certain Relationships and Related Transactions          III - 6

Item 13.  Exhibits and Reports on Form 8-K                      III-6 - III-7



                            SIGNATURES

                              PART I

Item 1.   Description of Business

(a)       Business Development

          Paradise, Inc., was incorporated under the laws of the State of
          Florida in September, 1961 as Canaveral Utilities and Development
          Corporation.  After the acquisition and merger of several other
          assets, the Corporation was renamed Paradise Fruit Company,Inc. in
          February, 1964, and the corporate name was changed again to
          Paradise, Inc. during July, 1993.  During 1998, the Company sold
          its Real Estate Investment asset in a transaction further described
          in "Management's Discussion and Analysis" in PART II, Item 6 of
          this Annual Report.  There have been no bankruptcies, receiverships
          , or similar proceedings during the corporation's history. There
          have been no material reclassifications, mergers, consolidations,
          purchases or sales of a significant amount of assets not in the
          ordinary course of business during the past three years, except as
          reported above.

(b)       The Company's operations are conducted through two business
          segments.  These segments, and the primary operations of each, are
          as follows:

          BUSINESS SEGMENT                         OPERATION

          Candied Fruit                   Production of candied fruit, a basic
                                          fruitcake ingredient, sold to
                                          manufacturing bakers, institutional
                                          users, and retailers for use in home
                                          baking.  Also, the processing of
                                          frozen strawberry products, for
                                          sale to commercial and
                                          institutional users such as
                                          preservers, dairies, drink
                                          manufacturers, etc., and the
                                          repackaging and sale of edible nuts.

        Molded Plastics                   Production of plastic containers,
                                          for the Company's products, and
                                          other molded plastics for sale to
                                          unaffiliated customers.









                               I-1
Item 1.   Description of Business (Continued)

          The Company knows of no other manufacturer in the Western
          Hemisphere whose sales of glace' (candied) fruit is equal to those
          of Paradise, Inc.  While there are no industry statistics published
          , from the generally reliable sources available, management
          believes that Company brands account for 75-80% of all candied
          fruit sold in supermarkets and other grocery outlets in the USA.

          This position in the market was reinforced by the acquisition,
          during 1994, of exclusive use of the customer lists, trademark and
          rights for the sale of "Pennant Brand" candied fruit products at
          the supermarket retail level.  Through a wholly-owned subsidiary,
          these rights added $2.9 million to Company net sales during 1998.

          "Pennant Brand" glace' fruit products were formerly manufactured
          and sold by a competitor, who maintained rights for the sale of
          these products at the institutional level, and who has a preeminent
          market share in the sale of both candied and maraschino cherries.

          Total cost for these "Pennant" rights was a payment of 20% in
          royalties on the net sales of that brand during 1994, and payment
          of 5% in royalties of brand net sales during the following four
          years, and the agreement is renewable at the option of the
          Company for twenty years thereafter.

          In terms of candied fruit dollar sales, during 1998, approximately
          23% were shipped to manufacturing bakers and other institutional
          users, with the balance being sold through supermarkets and other
          retail outlets for ultimate use in the home.

          Sales to retail outlets are usually generated through registered
          food brokers operating in exclusively franchised territories.  This
          method of distribution is widely accepted in the food industry
          because of its efficiency and economy.  Other fruit sales, and
          almost all plastics sales, are made directly by the Company's own
          personnel.

          The principal raw materials used by the Company are fruits, fruit
          peels, corn syrups, nuts, both raw and roasted and salted, and
          plastic resins.  Most of these materials are readily accessible
          from a number of competitive suppliers.  The supply and prices may
          fluctuate with growing and crop conditions, factors common to all
          agricultural products.  Edible nut pricing is particularly volatile
          , and subject to typical commodity fluctuations based on supply,
          demand, and future expectations.  Feed stocks for some plastic
          resins are petroleum related and may be subject to supply and demand
          fluctuations in this market.

          The trademarks "Paradise", "Dixie", "Mor-Fruit" and "Sun-Ripe" are
          registered with the appropriate Federal and State authorities for
          use on the Company's candied fruit. These registrations are kept
          current, as required, and have a value in terms of customer
          recognition.  The Company is also licensed to use the trademarks
          "White Swan", "Queen Anne", "Palm Beach",  "Golden Crown," and
          "Pennant" in the sale of candied fruit.
                               I-2

Item 1.   Description of Business (Continued)

          The demand for fruit cake materials is highly seasonal, with over
          86% of sales in these items occurring during the months of
          September, October and November.  However, in order to meet
          delivery requirements during this relatively short period, the
          Company must process candied fruit and peels for approximately ten
          months during the year.  Also, the Company must acquire the fruits
          used as raw materials during their seasonal growing periods.  These
          factors result in large inventories, which require financing to
          meet relatively large short-term working capital needs.

          The packaging and sale of edible nuts began during 1993.  The
          Company's marketing strategy for these new products was to sell
          edible nuts, particularly those used in home baking, in the same
          type of packaging, and together with, candied fruit.  It is
          customary for most supermarkets to display all items related to
          holiday baking in close proximity to one another.  Net sales in
          this category declined to $9,805 during 1998, and will probably be
          abandoned during ensuing years.

          Also during 1993, and through another wholly owned subsidiary, the
          Company launched an enterprise for the growing and selling of
          strawberries, both fresh and frozen.  Plant City, Florida, the
          location of the Company's manufacturing facilities and main office,
          styles itself as the "The Winter Strawberry Capital" because of the
          relatively large volume of fruit that is grown and harvested
          locally, mostly from December through April of each season.
          However, once competing fresh berries from the West Coast of the
          USA begin finding their way to market, the price of Florida fruit
          begins to diminish, and local growers had no other market for their
          product.

          Originally, management discerned a market niche to be exploited,
          both for the Company and for local growers, by beginning to freeze
          strawberries no longer competitive in the fresh fruit market, and
          offer them for sale to commercial and institutional consumers in
          the eastern U.S., where a distinct freight cost advantage existed.
          After a modest start during 1993, sales aggregated more than $1.6
          million during 1994.  However, a number of market conditions
          changed, including the NAFTA international trade agreement.  This
          increased the volatility and the exposure to risk, so, during 1995,
          the Company produced only that for which they had firm purchase
          commitments, and sales declined to almost $667,000 during the year.
          During 1996 and 1997, there existed an industry-wide excess
          carryover inventory of frozen product, which materially depressed
          selling prices.  Therefore, the Company elected to neither grow or
          process strawberries during those years, and sell only that
          inventory of frozen products which had been carried over from the
          prior season. Sales totaled $71,000, during 1997.  There were no
          sales of frozen products in 1998.





                               I-3

Item 1.   Description of Business (Continued)     

          Some molded plastics container demand is seasonal, by virtue of the
          fact that a substantial portion of sales are made to packers of
          food items and horticultural interests, with well defined growing
          and/or harvest seasons.

          In the opinion of management, the seasonal nature of some plastics
          sales does not have a significant impact upon the working capital
          requirements of the Company.

          During the first three months of the year, the Company contracts
          with certain commercial bakers for future delivery of quantities
          representing a substantial portion of the sales of fruit cake
          materials to institutional users.  Deliveries against these
          contracts are completed prior to the close of the fiscal year
          ending December 31.

          Many of the commercial bakers and other institutional accounts face
          the same seasonal demands as the Company, and must contend with
          similar short-term working capital needs.  The Company accommodates
          some of these customers with extended payment terms of up to ninety
          days.

          By the same token, many suppliers offer similar extended payment
          terms to the Company.

          It is a trade practice to allow some supermarket chains to return
          candied fruit products that remain unsold at year-end, an option
          for which they normally pay an up-charge.  A provision for the
          estimated losses on retail returns is included in the Company's
          financial statements, for the year during which the sales are made,
          under accrued expenses.

          During 1998, the Company derived more than 11% of its consolidated
          revenues from sales to the affiliated companies, Wal-Mart Stores,
          Inc. and Sam's Club.  These affiliated companies are not related to
          Paradise, Inc.  Sales to each of these affiliates were made
          separately, and each is shipped a different brand of fruit products
          , and is invoiced by a separate Paradise subsidiary.  In addition,
          slightly more than 5% of consolidated revenues were sales to
          various divisions of Winn-Dixie Stores, Inc.   In this case, also,
          sales of a specific subsidiary brand to each of the divisions were
          made individually, and shipments were made and invoiced accordingly.

          While there is no industry-wide data available, management
          estimates that the Company sold approximately 60-70% of all candied
          fruits and peels consumed in the U.S. during 1998.  The Company
          knows of two major competitors; however, it estimates that none of
          these has as large a share of the market as the Company's.





                                
                              I-4
Item 1.   Description of Business (Continued)

          The molded plastics industry is very large and diverse, and
          management has no reasonable estimate of its total size.
          Many products produced by the Company are materials for its own use
          in the packaging of candied fruits for sale at the retail level.
          Outside sales represent approximately 70% of the Company's total
          plastics production at cost, and, in terms of the overall market,
          are insignificant.

          In the above business segments, it is the opinion of management
          that price, which is to include the cost of delivery, is the
          largest single competitive factor, followed by product quality and
          customer service.

          Given the above competitive criteria, it is the opinion of
          management, that the Company is in a favorable position.

          During recent years, the Company has made capital investments of
          over $1 million in order to comply with the growing body of
          environmental regulations.  These have included the building of
          screening and pretreatment facilities for water effluent,
          installation of devices for controlling the quality of air
          emissions, and removing underground fuel storage tanks to approved
          above ground locations.  All of  these facilities are permitted by
          governmental authorities at various levels, and are subjected
          to periodic testing as a condition of permit maintenance and
          renewal.  All required permitting is currently in effect, and the
          Company is in full compliance with all terms and conditions stated
          therein.

          By local ordinance, it is required that all water effluent is
          metered, tested and discharged into a municipal industrial waste
          treatment plant.  During 1998, costs for this discharge exceeded
          $330,000, and management estimates that all expenses directly
          related to compliance with environmental regulations total well
          over $400,000 annually.

          The Company employs between 140 and 275 people, depending upon the
          season.

          The Company conducts operations principally within the United
          States.  Foreign activities are not material.

Item 2.   Description of Property

(a)       Built in 1961, the plant is located in a modern industrial
          subdivision at Plant City, Florida, approximately 20 miles east of
          the City of Tampa.  It is served by three railroad sidings, and has
          paved road access to three major state and national highways.
          It has productive and warehouse facilities of nearly 350,000 sq. ft.





                               I-5
Item 2.   Description of Property (Continued)

          During 1985, the Company acquired approximately 5.2 acres
          immediately adjacent to, and to the West of, its main plant
          building.  Several buildings and a truck weight scale existed on
          the property.  Some of these facilities have been significantly
          updated, remodeled, and/or rebuilt and are used for the strawberry
          processing and some plastics molding operations.  Other facilities,
          in excess of the Company's current needs, are leased to others.

          The Company owns its plant facilities and other properties subject
          to a secured note and real estate mortgages.

          Because of the unique processing methods employed for candied
          fruit, much of the equipment used by the Company is designed,
          built and assembled by the Company's employees.  The Company
          considers its plant one of the most modern, automated plants in the
          industry.  The equipment consists of vats, dehydrators, tanks, giant
          evaporators, carbon filter presses, syrup pumps and other
          scientifically designed processing equipment.  Finished retail
          packages are stored in air-conditioned warehouses, if required.

          Regarding molded plastic manufacturing, most equipment is normally
          available from a number of competitive sources.  The molds used for
          specialized plastic products must be individually designed and
          manufactured, requiring substantial investment, and are considered
          proprietary.

Item 3.   Legal Proceedings

                               None

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

                               None















                              I-6
                             PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

          On August 22, 1997 the Securities and Exchange Commission issued
          new listing requirements for companies listed on the NASDAQ Small
          Cap Market.  The new requirements became effective on February 23,
          1998.  As of March 1999, the Company had not met the listing criteria.

(a)       The following table shows the range of closing bid prices for the
          Company's Common Stock in the over-the-counter market for the
          calendar quarters indicated.  The quotations represent prices in
          the over-the-counter market between dealers in securities, do not
          include retail mark-up, mark-down, or commissions and do not
          necessarily represent actual transactions.
                                             BID PRICES
                                                  High    Low
               1998

               First Quarter                      19      13 1/4
               Second Quarter                     18      15
               Third Quarter                      18      15 1/4
               Fourth Quarter                     18      15 1/4 

               1997

               First Quarter                      9 1/2    7 1/2
               Second Quarter                     9 1/2    8 3/4
               Third Quarter                      11 1/4   9 1/2
               Fourth Quarter                     14 1/2  10 1/4

(b)       Approximate Number of Equity Security Holders

          As of December 31, 1998, the approximate number of holders of
          record of each class of equity securities of the Registrant were:
                                                       NUMBER OF
          TITLE OF CLASS                           HOLDERS OF RECORD

          Common Stock, $.30 Par Value                     310








                              II-1
Item 5.   Market for Common Equity and Related Stockholder Matters (Continued)

(c)       Dividend History and Policy

          The Company has declared dividends of $.45 (1998) and $.25 (1997)
          and $.10 (1996).  Dividends have been declared and paid annually,
          only when warranted by profitability and permitted by lending
          agreements.

          The Company does not have a standard policy in regards to the
          declaration and payment of dividends.  Each year dividend payments,
          if any, are determined upon consideration of the current
          profitability, cash flow requirements, investment outlook and other
          pertinent factors.

          According to the covenants of a loan agreement, dated May 29, 1986,
          amended several times thereafter, and in effect until June 8, 1995,
          the declaration of dividends was specifically limited by certain
          financial parameters.  That agreement was modified in 1995, and
          while still requiring the attainment of certain balance sheet
          ratios, specific references to dividends were omitted.






























                               
                              II-2
Item 6.   Management's Discussion and Analysis or Plan of Operation

          Summary

          The following tables set forth for the periods indicated (I)
          percentages which certain items in the financial data bear to net
          sales of the Company and (ii) percentage increase of such item as
          compared to the indicated prior period.
                          RELATIONSHIP TO                PERIOD TO PERIOD
                           TOTAL REVENUE               INCREASE (DECREASE)
                       YEAR ENDED DECEMBER 31,             YEARS ENDED       

                         1998        1997       1996    1998-97    1997-96  
NET SALES:
Candied Fruit and Nuts   86.8%       86.7%      85.9%    -0.1%       9.0%
 Molded  Plastics        13.2        13.3       14.1     -0.8        1.9

                        100.0       100.0      100.0     -0.2        8.0
Cost of Sales            71.9        71.2       69.0      1.0        3.2
Selling, General and
Administrative Expense   21.1        22.3       20.0     -5.4       11.6
Depreciation and Amorti-
     zation               4.5         4.6        4.6     -2.0        0.6
Interest Expense          2.7         2.8        3.4     -3.3      -17.8

Earnings - Operations     9.9         9.5        5.2      5.2       80.5
Material Infrequent Items:
  Contribution of Land   -4.2         0.0        0.0
  Gain on Sale of Real
   Estate Investment      3.1         0.0        0.0
  Gain on Contribution    3.6         0.0        0.0
  Other Income            0.5         0.3        0.9     61.6      -68.6
Earnings Before Pro-
  vision for Income
  Taxes                  12.9         9.8        6.2     32.2       58.1
Provision for Income
     Taxes                2.8         3.7        2.4    -24.9       54.0

Net Earnings             10.1%        6.0%       3.8%    67.3%      60.8%

          (1) Liquidity

          Management is not aware of any demands, commitments, events or
          uncertainties that will result in, or are reasonable likely to
          result in, a material increase or decrease in the Company's
          liquidity.  One trend to be noted is the Company's ability over the
          past three years to materially decrease its short-term debt
          position while maintaining a consistent level of inventory.  As
          discussed in footnote 4 of the Company's financial statements, a
          line of credit is available to the Company to finance short-term
          working capital needs.
                              II-3
Item 6.   Management's Discussion and Analysis or Plan of Operation (Continued)

          (2) Capital Resources

          The Company does not have any material outstanding commitments for
          capital expenditures.  Management is not aware of any material
          trends either favorable or unfavorable in the Company's capital
          resources.
          (3) Results of Operations                               

                     1998 Compared to 1997

         The principal material difference in Company operations between 1998
         and the prior year was the sale of the Real Estate Investment asset.
         This item, previously carried on the balance sheet at its cost of
         $261,848, was one of the original assets at the time of the
         Company's incorporation during 1961.  The property, located in
         Brevard County, Florida, consisted of both highlands and wet lands,
         both of which were environmentally sensitive.  While originally
         intended for residential development, the voluminous environmental
         laws and regulations promulgated since its acquisition rendered the
         land virtually developmentally useless, and with value only as an
         environmental preserve.

         Therefore, after several years of litigation and negotiation, the
         property was transferred to the St. John's River Water Management
         District (Fl.) in a transaction which included both the sale of
         several parcels, and the contribution of others.  As disclosed on
         the income statements included herein, the net effect on pre-tax
         earnings aggregated $492,502, in addition to certain income tax
         benefits, both during the current year and up to four ensuing years.
         The notes to the financial statements offer further specific
         information.    

         It should also be noted that inventories increased by $2.1 million.
         This merchandise was acquired and/or produced in anticipation of a
         significantly delayed start-up of 1999 processing, caused by major
         remodeling of part of the production facilities, now underway, and
         which includes improvements to mandated air emission quality controls.

         Perhaps one of the most widely discussed issues in business today is
         the "Y2K Question". In that regard, all Paradise electronic data
         programs have been audited by an independent information systems
         specialist, and those requiring correction were modified. Management
         considers the Company now to be Y2K compliant, but, of course, the
         ultimate tests will take place when these systems are interfaced with
         those modifications made by our suppliers and customers.  



                              II-4
Item 6.   Management's Discussion and Analysis or Plan of Operation (Continued)

          (3) Results of Operations (Continued)

                     1998 Compared to 1997

         The Company could also be adversely affected if other entities, such
         as suppliers and customers, fail to remediate their own Y2K issues.
         Management cannot reasonably estimate the impact of unforseen or
         unresolved Y2K issues in advance of their occurrence, nor provide
         assurance that Y2K issues will not have a material adverse affect
         on the Company's business, results of operations and financial
         condition. Management is currently evaluating the need to develop
         a contingency plan.  

         There were no great changes in the Company's normal, every day
         operations.  Total sales were relatively flat, with a very small
         reduction (less than .002). In the candied fruit segment of business,
         some important new customers were added, but industry-wide sales were
         adversely affected by the unusually warm holiday season, which
         always seems to inhibit home baking of fruit cakes and other
         confections.

         In the plastics molding segment, sales were also flat, although
         there were encouraging signs that projects under development earlier
         in the year began to reach fruition during the fourth quarter.

         Costs of goods increased by about 1%, with the most significant
         factors being factory labor and governmentally mandated treatment of
         water effluent and other wastes. There were also minimal increases
         in most other expenses in this category.

         Other expenses declined: selling, general and administrative
         expenses by 5.4%, with most accounts reported therein aggregating
         moderate decreases as compared to the prior year.  Depreciation
         and amortization expenses were reduced by about 2%, as depreciable
         assets were slightly reduced; and net interest expense declined by
         3.3%, due to favorable rates throughout the year.

         The result of these savings in operating expenses was an approximate
         5% increase in pre-tax earnings from operations.  Despite higher
         earnings, income taxes were reduced, primarily as a benefit of the
         real estate contribution, outlined above.

         The combined, net after-tax consequence of all of the above was an
         increase in earnings to $3.88 per share of Paradise common stock,
         versus $2.32 per share during the prior year.

                     1997 Compared to 1996

          Operating results improved materially from 1996 to 1997, continuing
          an upward trend begun in 1994, and validating the Company's change
          in focus, from the pursuit of increased sales to the concentration
          on cost containment, profitability, and improving the balance sheet.
                              II-5
Item 6.   Management's Discussion and Analysis or Plan of Operation (Continued)

          (3) Results of Operations (Continued)

 1997 Compared to 1996 (Continued)
                               
          During 1996 and 1995, this shift in emphasis led to little growth,
          and, in some cases, a decline in total sales, as the Company
          trimmed unprofitable items and customers.

          However, in the year just ended, total net sales increased by more
          than $1.6 Million, or 8%.  Over 95% of these increases took place
          in the candied fruit segment of business, and were due mostly to
          the addition of two major U.S. supermarket chains to the Company's
          customer list. Sales in the molded plastics segment increased by 2%.
          In addition, the plastics segment produced nearly $1 Million, as cost,
          in packaging for the fruit segment, significantly contributing to
          the profitability of those products.

          Compared to the prior year, Costs of Sales were reduced to 64.5%
          from 67.5% of net sales, reflecting lowered costs for corn
          sweeteners, some fruit raw materials, casualty insurance, and
          plastics resins.  Some of these savings in purchases costs were
          offset, however, by material increases in factory labor expenses,
          mandated by the Federal minimum wage legislation, and other wage
          increases generated by this mandate.

          Also expressed as a percentage of sales, Selling, General and
          Administrative expenses increased slightly (0.7%), reflecting costs
          directly related to increased sales, as well as higher wages and
          other costs related thereto.  Depreciation and amortization
          continued a downward trend, as the value of assets being
          depreciated declined more than the value of newly acquired assets
          increased.

          Interest expense declined by nearly 18% as a result of favorable
          prime rates, a modified agreement with the Company's principal
          lender, and smaller interim working capital borrowings.

          The operations, outlined briefly above, resulted in a 54% increase
          in after-tax per share earnings, to $2.51 from $1.63, satisfied all
          of the restrictive covenants of the existing loan agreement, and
          led the directors to declare a dividend of $0.25 per share, as
          compared to $0.10 during the prior year.

                      1996 Compared to 1995

          Operating results during 1996 further validated changes in policy
          and business strategies initiated during 1994, and in which focus
          was shifted to concentration on core products, increasing net cash
          flow, and aversion of risk in growth and expansion efforts.



                              II-6
Item 6.   Management's Discussion and Analysis or Plan of Operation (Continued)

          (3) Results of Operations (Continued)

                1996 Compared to 1995 (Continued)

          These shifts in emphasis, while leading to greater profitability
          and balance sheet stability, have also resulted in a slow growth,
          and in some cases, a decline in total sales.  However this slow
          growth results from the continuation of the management mandated
          reductions and/or eliminations in the sale of low profit or profit
          eroding line items.

          During 1996, total sales in all business segments grew
          approximately 2%.  Sales in the Plastics segment grew by more than
          20%, as newly acquired machinery and equipment was put into
          production, and despite the elimination of some high volume,but net
          loss, line items.

          Sales in the Fruit segment of business declined nearly 1%, but this
          does not reflect a reduction in sales of the Company's core product
          line of glace' (candied) fruit sold through supermarkets.  It was,
          rather, a reduction of more than 50% in the sales of strawberry
          products.  Since there continued to be an industry wide oversupply
          of frozen strawberry inventory carried over from the prior year,
          the Company elected not to enter production during 1996, thereby
          materially limiting product available for sale. Sales in the edible
          nut category remained relatively unchanged.

          Expressed as a percentage of sales, cost of sales increased by less
          than 1%. This was due to a general inflation of the costs in several
          categories, the reduction of costs in  others, but none of these were
          of a really significant nature.  Again as a percentage of sales,
          General and Administrative expenses declined slightly, also as a
          result of increases and decreases in a variety of expense line
          items, none of which would be considered noteworthy.  Interest
          expense was reduced by about 10%, reflecting both improved rates
          granted by principal lender, and lower average short-term monthly
          borrowings and a reduction of term debt.

          Depreciation and amortization likewise decreased slightly, as the
          value of expiring schedules exceeded the value of additions to
          fixed assets.

          The above operating results more than satisfied all of the
          covenants of the loan agreement with the Company's major lender,
          increased earnings by 17%, to $1.63 from $1.39 per share, and were
          followed by a Director's resolution to pay a dividend of $0.10 per
          share.


                                 



                               II-7

Item 7.   Financial Statements








                    INDEPENDENT AUDITORS' REPORT

March 12, 1999

To The Board of Directors
   and Shareholders of
Paradise, Inc.
Plant City, FL  33566

We have audited the accompanying consolidated balance sheets of Paradise,
Inc., and subsidiaries as of December 3l, l998, 1997, and l996, and the
related consolidated statements of earnings, changes in stockholders' equity,
and cash flows for the years then ended.  These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Paradise,
Inc., and subsidiaries as of December 3l, l998, 1997, and l996, and the
consolidated results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.

Respectfully submitted,

BELLA, HERMIDA, GILLMAN, HANCOCK & MUELLER



Certified Public Accountants
Plant City, Florida
                                
                               II-8
                                    
                           PARADISE, INC.
                          AND SUBSIDIARIES
                                 
                    CONSOLIDATED BALANCE SHEETS


                                   ASSETS

                                               DECEMBER 31,            

                            1998                   1997               1996    

CURRENT ASSETS:
 Cash                  $   2,728,646         $   2,816,008      $ 2,426,929
 Accounts Receivable,
 Net of Allowance
 for Doubtful Accounts
 of $ -0-                    753,472             1,981,515        1,507,965
 Inventories               5,664,905             3,515,513        4,039,846
 Prepaid Expenses
 and Other Current Assets    278,378               246,547          340,035
 Deferred Income Tax Asset   517,084               239,453          264,006
 Income Tax Refund           290,989                 1,318              832

  Total Current Assets    10,233,474             8,800,354        8,579,613



INVESTMENTS:
 Real Estate, at Cost                              261,848          261,848



PROPERTY, PLANT AND EQUIPMENT:
 Net of Accumulated
 Depreciation of $13,384,647
 (1998), $12,808,973 (1997),
 and $12,145,174 (1996)   5,406,282              5,476,764       5,432,539



OTHER ASSETS                670,823                687,677         758,041




TOTAL ASSETS            $ 16,310,579           $ 15,226,643   $ 15,032,041      

The Accompanying Notes are an Integral Part of These Consolidated Financial
 Statements
                                 II-9
                                   


                                   
                                  
                                  
                                  
                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                           DECEMBER 31,                        

                              1998                1997            1996    

CURRENT LIABILITIES:
 Short-Term Debt     $       212,578     $       155,802     $       257,500
 Accounts Payable            876,362             369,719             667,606
 Accrued Expenses          1,733,572           1,858,164           1,597,752
 Dividends Payable           238,772             134,864              56,572
 Accrued Taxes on Income                         178,051             324,694
 Current Portion of
  Long-Term Debt           1,032,756           1,019,412             931,748

Total Current Liabilities  4,094,040           3,716,012           3,835,872

LONG-TERM DEBT,
 NET OF CURRENT PORTION      757,551           1,790,307           2,536,163

DEFERRED INCOME
 TAX LIABILITY               451,689             493,656             507,722

  Total Liabilities        5,303,280           5,999,975           6,879,757

STOCKHOLDERS' EQUITY:
 Common Stock, $.30 Par Value,
   2,000,000 Shares Authorized,
   582,721 Shares Issued, 519,170
   Shares Outstanding        174,816             174,816             174,816
 Capital in Excess of 
  Par Value                1,288,793           1,288,793           1,288,793
 Retained Earnings         9,817,895           8,037,264           6,962,880

 Less:  Common Stock in Treasury,
   at Cost, 63,551 Shares (  274,205 )      (    274,205 )     (     274,205 )

Total Stockholders'
 Equity                   11,007,299           9,226,668           8,152,284

TOTAL LIABILITIES AND
   STOCKHOLDERS'
   EQUITY             $   16,310,579      $   15,226,643      $    15,032,041



                             PARADISE, INC.
                           AND SUBSIDIARIES
      
                   CONSOLIDATED STATEMENTS OF EARNINGS


                           FOR THE YEARS ENDED DECEMBER 31,  

                           1998            1997            1996  
 NET SALES             $ 21,967,814    $ 22,008,437    $ 20,377,066
 COSTS AND EXPENSES:
 Cost of Goods Sold      14,340,730      14,201,307      13,735,235
 Loss on Write-Down of
  Inventory to Market                                        24,175
 Selling, General and
  Administrative Exp.     4,214,796       4,455,909       3,994,378
 Depreciation and
  Amortization              895,936         914,332         908,688
 Interest Expense           532,169         550,431         669,468

 Total Costs and Exp.    19,983,631      20,121,979      19,331,944
 EARNINGS FROM
   OPERATIONS             1,984,183       1,886,458       1,045,122
   
 Contribution of Land   (   840,000 )    
 Gain on Sale of Real
  Estate Investment         621,128
 Gain on Contribution       711,373
    Other Income (Net)       93,859          58,076         184,779

 EARNINGS BEFORE PROVISION
  FOR INCOME TAXES        2,570,543       1,944,534       1,229,901
 PROVISION FOR
   INCOME TAXES             556,118         740,264         480,857
 NET EARNINGS         $   2,014,425   $   1,204,270    $    749,044
 EARNINGS PER SHARE:

    Basic                  $ 3.88          $ 2.31           $ 1.44
    Diluted                $ 3.88          $ 2.31           $ 1.44


                                   
The Accompanying Notes are an Integral Part of These Consolidated Financial
 Statements

                                  PARADISE, INC.
                                 AND SUBSIDIARIES
                                      
            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

                                CAPITAL IN
                       COMMON    EXCESS OF     RETAINED    TREASURY
                        STOCK    PAR VALUE     EARNINGS       STOCK    TOTAL  

Balance, December 31,
 1995, as Previously
 Reported          $ 174,816 $1,288,793 $ 5,887,643 $( 274,205) $7,077,047

 Prior Period
 Adjustment                                 378,147                378,147 

 Adjusted Balance of
 Stockholders' Equity at
 December 31, 1995  174,816  1,288,793    6,265,790  ( 274,205)  7,455,194

 Cash Dividends
   Declared,
   $.10 per Share                        (   51,954)            (   51,954)

 Net Earnings                               749,044                749,044

Balance, December 31,
 1996              174,816   1,288,793    6,962,880 (  274,205)  8,152,284

 Cash Dividends
   Declared,
   $.25 per Share                       (   129,886)            (  129,886)
 Net Earnings                             1,204,270              1,204,270

Balance, December 31,
 1997              174,816   1,288,793    8,037,264 (  274,205)  9,226,668

 Cash Dividends
   Declared,
   $.45 per Share                        (  233,794)            (  233,794)

 Net Earnings                             2,014,425              2,014,425

Balance, December 31,
 1998           $ 174,816 $  1,288,793 $  9,817,895 $( 274,205) $11,007,299

The accompanying notes are an integral part of these Cosolidated Financial
 Statements



                                        PARADISE, INC.
                                       AND SUBSIDIARIES
                                                                         
                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                           FOR THE YEARS ENDED DECEMBER 3l,  
                                     1998           l997          l996 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Earnings                   $ 2,014,425   $ 1,204,270    $  749,044
  Adjustments to Reconcile
   Net Earnings to Net Cash
   Provided by Operating
   Activities:
   Increase (Decrease) in Net
    Deferred Income Tax Liability (  319,598)       10,487    (  94,966)
    Depreciation and Amortization    895,936       914,332      908,688
    Loss (Gain) on Sale of Assets (1,449,807)          233    (   6,935)
    Charitable Contribution          840,000
    Decrease (Increase) in:
     Accounts Receivable           1,228,043    (  473,550)   (  375,648)
     Inventories                 ( 2,149,392)      524,333        65,651
     Prepaid Expenses            (    31,831)       93,488       141,745
     Refund Receivable           (   289,671)   (      486)        8,050
     Other Assets                (   149,286)   (   95,678)   (  118,007)
    Increase (Decrease) in:
     Accounts Payable                506,741    (  297,887)   (   81,392)
     Accrued Expenses            (   124,592)      260,412    (   36,735)
     Accrued Taxes on Income     (   178,051)   (  146,643)       31,957

 Net Cash Provided by
  Operating Activities               792,917     1,993,311     1,191,452

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of Property,
  Plant and Equipment            (   654,024)   (  441,494)   (  409,286)
 Proceeds From Sale of Assets        887,517        68,600        17,000

 Net Cash Used in
  Investing Activities               233,493    (  372,894)   (  392,286)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net Proceeds (Repayments)
  of Short-term Debt                  56,776    (  101,698)   (  130,806)
 Principal Payments
  on Long-term Debt              ( 1,019,412)   ( 1,056,796)  (  891,670)
 Dividends                       (   129,886)   (    51,594)  (   51,954)
 Increase in Other Assets        (    21,250)   (    21,250)  (   21,250)

 Net Cash Used in
  Financing Activities           ( 1,113,772)   (  1,231,338) ( 1,095,680)

 Net Increase (Decrease) in Cash (    87,362)        389,079  (   296,514)

CASH, at Beginning of Year         2,816,008       2,426,929    2,723,443

CASH, at End of Year           $   2,728,646   $   2,816,008  $ 2,426,929


                                    PARADISE, INC.
                                  AND SUBSIDIARIES
                                                  
              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



                                          FOR THE YEARS ENDED DECEMBER 31, 
                                              1998      l997         l996  
SUPPLEMENTAL DISCLOSURES OF CASH
   FLOW INFORMATION:

 Cash Paid During the Year for:

    Interest                           $    528,739  $ 573,379   $ 664,680

    Income Taxes                        $ 1,103,545  $ 865,703   $ 535,914
 


SUPPLEMENTAL SCHEDULE OF NONCASH
   INVESTING AND FINANCING ACTIVITIES:

 Long-Term Debt Issued:
   Equipment Purchases                        $ 0    $ 398,604   $ 497,022

                                    


 DISCLOSURE OF ACCOUNTING POLICY:

 For purposes of the statement of cash flows, the Company considers all
 highly liquid debt instruments purchased with a maturity of three months or
 less to be cash equivalents.



                                      
                                      
                                      
            
                                     
                               PARADISE, INC.
                              AND SUBSIDIARIES
               
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 3l, l998, 1997, AND 1996
                                  

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets  and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


NOTE l:                            PRINCIPLES OF CONSOLIDATION

        The consolidated financial statements include the accounts of the
        Company and its wholly owned subsidiaries, after elimination of all
        material intercompany transactions and profits.


NOTE 2:                            INVENTORIES

                                       1998          1997           l996  
         Supplies               $    190,065  $     154,175  $    104,448
         Raw Materials               795,304        804,213       799,289
         Work in Progress            252,661        323,272       224,031
         Finished Goods            4,426,875      2,233,853     2,912,078

         TOTAL                   $ 5,664,905  $   3,515,513  $  4,039,846

         Inventories are valued at the lower of cost (first-in, first-out)
         or market. Cost includes material,labor and factory overhead.

         Substantially all inventories are pledged as collateral for certain
         short-term obligations.


NOTE 3:     PROPERTY, PLANT AND EQUIPMENT

                                          1998           l997         l996    
         Land and Improvements    $      856,040    $   848,256   $ 830,806
         Buildings and Improvements    4,899,991      4,745,587   4,599,861
         Machinery and Equipment      13,034,898     12,691,894  12,147,046

            Total                     18,790,929     18,285,737  17,577,713
         Less:  Accumulated
            Depreciation              13,384,647     12,808,973  12,145,174
        
         NET                      $    5,406,282    $ 5,476,764 $ 5,432,539



                            PARADISE, INC.
                           AND SUBSIDIARIES
                                 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 3l, l998, 1997, AND 1996


NOTE 3:    PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

         Property, plant and equipment are stated at cost.  Generally, the
         straight-line method is used in computing depreciation.  Estimated
         useful lives of plant and equipment are:
                                                              Years

           Buildings and Improvements                         10-30
           Machinery and Equipment                             3-10


         Expenditures which significantly increase values or extend useful
         lives are capitalized. Expenditures for maintenance and repairs are
         charged to expense as incurred.  Upon sale or retirement of property
         , plant and equipment, the cost and related accumulated depreciation
         are eliminated from the respective accounts and the resulting gain
         or loss is included in the current earnings.  Amortization is also
         computed using the straight-line method over the estimated life of
         the asset.

         All of the real property and machinery and equipment are pledged as
         collateral for certain short-term and long-term obligations.


NOTE 4:    SHORT-TERM DEBT

                                         1998       l997        1996   

         Trade acceptances, letters of credit
          and other short-term debt.  $ 212,578  $ 155,802   $  257,500
       
         TOTAL                        $ 212,578  $ 155,802   $  257,500



                               PARADISE, INC.
                              AND SUBSIDIARIES
                                  
                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 3l, l998, 1997, AND 1996


NOTE 4:    SHORT-TERM DEBT (CONTINUED)

         The average monthly borrowings and weighted average interest rates
         were determined by month-end balances.  Non-interest bearing letters
         of credit were included in the aggregate figures.
                                  
                                                          WEIGHTED AVERAGE
                        1998                    AMOUNT      INTEREST RATE  

         Average bank short-term borrowings
               (monthly)                   $   1,925,000          8.09%

         Average aggregate short-term
               borrowings (monthly)        $   4,064,576          5.92%

         Maximum aggregate short-term
          borrowings (at any month-end)    $  10,020,449


                                                            WEIGHTED AVERAGE
                      l997                    AMOUNT         INTEREST RATE  

           Average bank short-term borrowings
              (monthly)                   $  1,882,082             9.00%

           Average aggregate short-term
            borrowings (monthly)          $  3,649,960             6.38%

           Maximum aggregate short-term
            borrowings (at any month-end) $  9,295,974

                                                            WEIGHTED AVERAGE
                   l996                       AMOUNT         INTEREST RATE  


           Average bank short-term borrowings
                (monthly)                   $ 2,070,833            9.49%

           Average aggregate short-term
            borrowings (monthly)            $ 3,938,713            7.34%

           Maximum aggregate short-term
            borrowings (at any month-end)   $ 9,136,852



                               PARADISE, INC.
                               AND SUBSIDIARIES
                                  
             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 1998, 1997, AND 1996


NOTE 4:    SHORT-TERM DEBT (CONTINUED)

       Pursuant to a loan agreement, a bank has agreed to advance the Company
       80% of the Company's eligible receivables and 50% of the Company's
       eligible inventory. Interest is payable monthly and is computed at
       prime plus 1/2%. Principal is due the earlier of on demand or May 31,
       1999.

       This agreement is subject to certain conditions which must be met for
       the Company to continue borrowing including debt service coverage and
       debt to equity ratios, a resting period provision, and other financial
       covenants.

       The amount available to be drawn down based on the available
       collateral at December 31, 1998 was $3,218,216, at December 31, 1997
       was $2,831,732, and at December 31, 1996 was $2,848,732.


NOTE 5:    LONG-TERM DEBT
                                           1998        1997        1996  
         Prime plus 1% note, collateralized by
         accounts receivable, inventories and
         equipment.  Monthly payments of
         $70,000 plus interest.        $ 1,260,000  $ 2,100,000  $ 3,010,000

         Obligations under capital leases.
          Monthly payments totaling
          $19,722 including interest at
          rates ranging from 6.40% to 9.75%
          , collateralized by equipment
          and vehicles.                   530,307       709,719      457,911


             Total Debt                 1,790,307     2,809,719    3,467,911
         Less Current Portion           1,032,756     1,019,412      931,748
         LONG-TERM DEBT           $       757,551  $  1,790,307 $  2,536,163

         The aggregate principal amounts maturing in each of the subsequent
         years are:
                          
                                   1999        $    1,032,756
                                   2000               618,056
                                   2001               111,316
                                   2002                28,178

                                   Total       $    1,790,306




                            PARADISE, INC.
                           AND SUBSIDIARIES
                                            
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 3l, l998, 1997, AND 1996

NOTE 6:  LEASES

         The Company has certain equipment leases which are classified as
         capital leases.  At December 3l, l998, 1997, and 1996, the amount
         capitalized was $964,894, $960,566 and $519,551, respectively, and
         the accumulated amortization was $334,254 (1998), $213,643 (1997)
         and $62,229 (1996).  The amount recognized as an obligation was
         $530,307, $709,719 and $457,911, respectively, which has been
         included in long-term debt shown in Note 5.  Amortization expense is
         included in depreciation.

         The Company leases automobiles under operating leases ranging in
         length from thirty to sixty months. Lease payments charged to
         operations amounted to $61,592 (1998), $61,273 (1997), and $56,645
         (1996).

         At December 31, 1998, future minimum payments required under leases
         with terms greater than one year, and the present value of minimum
         capital lease payments, were as follows:

                                                                  OPERATING
        YEARS ENDING DECEMBER 3l,            CAPITAL LEASES         LEASES  

                    1999                      $   231,022       $    50,784
                    2000                          219,635            18,433
                    2001                          117,293             2,744
                    2002                           27,193                 
                
                 Total Minimum Lease Payments     595,143       $    71,961
                 Less Amount Representing
                              Interest            257,593               
                
                 PRESENT VALUE OF FUTURE MINIMUM
                    CAPITAL LEASE PAYMENTS      $ 337,550


NOTE 7:             ACCRUED EXPENSES
                                         1998        l997          l996     
         Accrued Payroll and Bonuses $  383,285  $  451,285  $    321,719
         Accrued Brokerage Payable      323,895     303,398       319,720
         Accrued Pension Cost (Note 8)  105,789     149,290       128,074
         Provision for Unrealized Profit
          on Retail Returns             512,000     419,000       435,000
         Accrued Royalties and Other     42,007     200,768        95,999
         Accrued Credit Due to Customer 265,715     258,852       180,030
         Accrued Insurance Payable      100,881      75,571       117,210
      
                   TOTAL            $ 1,733,572 $ 1,858,164   $ 1,634,487


        As a part of its normal sales policy, the Company allows some
        customers to return unsold, retail packed, candied fruit after the
        holiday season.  A provision for the unrealized profit on these
        estimated returns is shown above under "provision for unrealized
        profit on retail returns".
                                 
                                 
                           PARADISE, INC.
                          AND SUBSIDIARIES
                                                
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 3l, l998, 1997, AND 1996

NOTE 8:                            RETIREMENT PLAN

         The Company and its subsidiaries have a defined benefit pension plan
         covering all employees who become eligible for participation in the
         plan on the semiannual date following one year of service (l,000
         hours worked) and the attainment of age 21.  The total pension cost
         for l998, 1997 and l996 was $46,491, $21,216 and $17,846,
         respectively, which includes amortization of past service cost over
         10 years.  The Company makes annual contributions to fund the plan
         equal to the amounts deductible for Federal Income Tax purposes.
         The benefit formula being used is known as the frozen initial
         liability cost method.  The plan's assets consist of both fixed
         income assets and whole life insurance contracts.  The plan has no
         significant nonbenefit liabilities.

         Net pension cost for 1998, 1997 and 1996 included the following
         components:
                                        1998        1997         1996 
        Service Cost - Benefits Earned
                 During the Period   $ 100,633  $   76,933   $   87,319
        Interest Cost on Projected
                 Benefit Obligation    169,447     154,144      188,549
        Actual Return on Plan Assets ( 208,356 ) ( 282,076 ) (  253,416 )
        Net Amortization and Deferra (  15,233 )    72,215   (    4,606 )

        Net Periodic Pension Cost   $   46,491   $  21,216   $   17,846

       The following table sets forth the plan's funded status and amounts
       recognized in the Company's consolidated financial statements at
       December 31, 1998, 1997 and 1996:

       Actuarial present value of benefit obligations:
                                      1998           1997        1996 
       Accumulated Benefit Obligation,
        Including Vested Benefits of
        $2,438,906, $2,006,620, and
        $1,675,359, respectively   $  2,561,094 $  2,115,197 $  1,770,738

       Projected Benefit Obligation for
        Service Rendered to Date   $( 3,107,332)$( 2,611,957)$( 2,129,059 )

       Plan Assets at Fair Value      2,787,022    2,650,088    2,509,894
          
       Plan Assets in Excess of Projected
        Benefit Obligation              320,310       38,131      380,835

                                 
                           PARADISE, INC.
                         AND SUBSIDIARIES
                                  
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 3l, l998, 1997, AND 1996

NOTE 8:  RETIREMENT PLAN (CONTINUED)

       Unrecognized Net (Gain) Loss From
         Past Experience Different From
         That Assumed and Effects of
         Changes in Assumptions      495,626    115,523    (  184,126 )   

       Prior Service Cost        (   326,854) ( 363,642)   (  400,430 )

       Unrecognized Net Obligation at
        October 1, 1987, Amortized Over
        15 Years, Net of Amortization 45,749     60,698        75,647

       Accrued Pension Cost Included
          in Accrued Expenses   $(   105,789) $(149,290)  $(  128,074)

         The following economic assumptions are used:
                                                     1998     1997     1996

           Weighted Average Discount Rate            5.50%    6.50%   7.25%
           Rate of Increase in Future Compensation   4.05%    4.58%   4.66%
           Expected Long-Term Rate of Return         8.00%    7.50%   7.50%

       In amortizing prior service costs, a straight-line amortization of the
       cost over the average remaining service period of employees expected
       to receive benefits under the plan is used. A settlement took place
       during 1996 as a result of a lump-sum cash payment.  The resulting
       recognized gain was $78,274.

NOTE 9:    PROVISION FOR FEDERAL AND STATE INCOME TAXES

           The provisions for income taxes are comprised of the following
           amounts:

                               1998         1997           1996
           CURRENT:
              Federal   $    722,181   $   614,930     $  484,688
              State          153,535       114,848         91,135

                             875,716       729,778        575,823
           DEFERRED:
              Federal   (    272,886)        8,953    (    81,086)
              State     (     46,712)        1,533    (    13,880)
                              
                        (    319,598)       10,486    (    94,966)
       TOTAL PROVISION FOR
        INCOME TAXES   $     556,118    $  740,264   $    480,857



                           PARADISE, INC.
                          AND SUBSIDIARIES
                                        
             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 3l, l998, 1997, AND 1996


NOTE 9:            PROVISION FOR FEDERAL AND STATE INCOME TAXES  (CONTINUED)

       A reconciliation of the differences between the effective income tax
       rate and the statutory Federal income tax rate follows:

                                1998          1997              1996
       Income Taxes Computed at Statutory
        Rate                $ 491,020     $  664,115        $  418,166
       State Income Tax,
        Net of Federal
        Income Tax Benefit     70,503         76,812            50,987
       Other, Net           (   5,405 )   (      663 )          11,704


PROVISION FOR INCOME TAXES  $ 556,118     $  740,264        $  480,857



    EFFECTIVE TAX RATE         27.1%          37.6%             38.5%


NOTE l0:           EARNINGS PER COMMON SHARE

       Basic and diluted earnings per common share are based on the weighted
       average number of shares outstanding and assumed to be outstanding
       during the year (519,170 shares in 1998, 1997 and l996 for basic) and
       (519,170 shares in 1998, 1997 and 1996 for diluted).



                         PARADISE, INC.
                        AND SUBSIDIARIES
                                 
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                DECEMBER 3l, l998, 1997, AND 1996


NOTE 11:  BUSINESS SEGMENT DATA

       The Company's operations are conducted through two business segments.
       These segments, and the primary operations of each, are as follows:


         BUSINESS SEGMENT                              OPERATION

         Candied Fruit                      Production  of candied fruit, a
                                            basic fruitcake ingredient, sold
                                            to manufacturing bakers,
                                            institutional users, and
                                            retailers for use in home baking.

         Molded Plastics                    Production  of plastic containers
                                            and other molded molded plastics
                                            for sale to  various food
                                            processors and others.



                                      YEAR            YEAR          YEAR
                                      ENDED           ENDED         ENDED
   NET SALES IN EACH SEGMENT          1998            l997          l996   

   Candied Fruit:
   Sales to Unaffiliated Customers $ 19,070,109   $ 19,087,836  $ 17,511,519

   Molded Plastics:
   Sales to Unaffiliated Customers    2,897,705      2,920,601     2,865,547


   NET SALES                       $ 21,967,814   $ 22,008,437   $ 20,377,066



                            PARADISE, INC.
                            AND SUBSIDIARIES
                                 
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 3l, l998, 1997, AND 1996


NOTE 11:  BUSINESS SEGMENT DATA (CONTINUED)
                                       YEAR        YEAR        YEAR
                                       ENDED       ENDED       ENDED
                                       1998        l997        l996   

         THE OPERATING PROFIT OF
         EACH SEGMENT IS LISTED BELOW  

         Candied Fruit            $ 6,276,920  $ 6,563,879  $ 5,307,124
         Molded Plastics              732,690      420,505      516,733
         OPERATING PROFIT OF
            SEGMENTS                7,009,610    6,984,384    5,823,857

         General Corporate
           Expenses, Net         (  5,333,258) (  4,547,494)( 4,109,267)
         Interest Expense        (    532,169) (    550,431)(   669,468)
         Other Income               1,426,360        58,075     184,779

         EARNINGS BEFORE PROVISION
            FOR INCOME TAXES   $    2,570,543  $  1,944,534 $ 1,229,901

       Operating profit is composed of net sales, less direct costs and
       overhead costs associated with each segment.  Due to the high degree
       of integration between the segments of the Company, it is not
       practical to allocate general corporate expenses, interest, and other
       income between the various segments.

                                      YEAR         YEAR         YEAR
         IDENTIFIABLE ASSETS OF EACH  ENDED        ENDED        ENDED
         SEGMENT ARE LISTED BELOW     1998         l997         l996   

            Candied Fruit       $   8,358,923  $ 7,801,873  $ 7,398,905
            Molded Plastics         2,313,932    2,284,080    2,871,027
            Identifiable Assets    10,672,855   10,085,953   10,269,932
            General Corporate
              Assets                5,637,726    5,140,690    4,762,109
            TOTAL ASSETS        $  16,310,579  $15,226,643  $15,032,041
                         
                                          II-24
 

                            PARADISE, INC.
                           AND SUBSIDIARIES
                                  
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 1998, 1997, AND 1996


NOTE 11: BUSINESS SEGMENT DATA (CONTINUED)

       Identifiable assets by segment are those assets that are principally
       used in the operations of each segment.   General corporate  assets
       are principally cash, land and building, and investments.

        
       DEPRECIATION AND AMORT-      YEAR          YEAR         YEAR
       ZATION EXPENSE OF EACH       ENDED         ENDED        ENDED
       SEGMENT IS LISTED BELOW      1998          l997         l996   


         Candied Fruit            $ 559,846    $ 531,789    $ 533,198
         Molded Plastics            272,188      290,958      297,644
         Segment Depreciation and
          Amortization Expense      832,034      822,747      830,842

         General Corporate Depreciation
           and Amortization Expense  63,902       91,585       77,846

         TOTAL DEPRECIATION AND
         AMORTIZATION EXPENSE     $ 895,936    $ 914,332    $ 908,688


        CAPITAL EXPENDITURES        YEAR         YEAR         YEAR
        OF EACH SEGMENT ARE         ENDED        ENDED        ENDED
        LISTED BELOW                1998         l997         l996   

        Candied Fruit            $ 496,133   $ 342,256     $ 278,409
        Molded Plastics            116,285     229,108       592,328
        Segment Capital
         Expenditures              612,418     571,364       870,737
        General Corporate Capital
            Expenditures            41,606     122,712        42,974
        TOTAL CAPITAL
         EXPENDITURES            $ 654,024   $ 694,076     $ 913,711
       The Company conducts operations only within the United States.
       Foreign sales are insignificant; primarily all sales are to domestic
       companies.
                                II-25



                     PARADISE, INC.
                    AND SUBSIDIARIES
                                 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 3l, l998, 1997, AND 1996


NOTE 12: MAJOR CUSTOMER

         The Company derives more than 11% of its consolidated revenues from
         sales to the affiliated companies Wal-Mart Stores, Inc. and Sam's
         Club.  These affiliated companies are not related to Paradise, Inc.
         in any way.  Sales to each of these affiliates are made separately,
         and each is shipped a different brand of fruit products and invoiced
         by a separate Paradise, Inc.  subsidiary.  The loss of sales to
         either or both of these affiliated companies could have a material
         adverse effect on operating earnings.  In addition, slightly more
         than 5% of consolidated revenues were sales to various divisions of
         Winn-Dixie Stores, Inc.  In this case, also, sales of a specific
         subsidiary brand to each of the divisions were made individually,
         and shipments were made and invoiced accordingly.


NOTE 13:  CONCENTRATION OF CREDIT RISK

         Financial instruments which potentially subject the Company to
         concentration of credit risk consist principally of cash equivalents
         and unsecured trade receivables.  The Company's cash equivalents are
         maintained with several financial institutions located in Florida.
         Accounts at each institution are secured by the Federal Deposit
         Insurance Corporation up to $100,000.  Uninsured balances aggregate
         to $2,628,646 at December 31, 1998.  The Company grants credit to
         customers, substantially all of whom are located in the United
         States.  The Company's ability to collect these receivables is
         dependent upon economic conditions in the United States and the
         financial condition of its customers.


NOTE 14:  DEFERRED INCOME TAXES

         The Company recognizes deferred tax assets and liabilities for
         future tax consequences of events that have been previously
         recognized in the Company's financial statements or tax returns.
         The measurement of deferred tax assets and liabilities is based on
         provisions of the enacted tax law; the effects of future changes in
         tax laws or rates are not anticipated.










                               II-26


                             PARADISE, INC.
                            AND SUBSIDIARIES                  

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 3l, l998, 1997, AND 1996


NOTE 14:  DEFERRED INCOME TAXES (CONTINUED)

         Significant components of the Company's deferred tax assets and
         liabilities at December  31, 1998, 1997 and 1996 were:
                                                        
                                          1998        1997         1996
       Deferred Tax Assets resulting from:
       Inventory Valuation             $ 114,212    $  81,783  $  100,315
       Book Provision for
        Loss of Profits                  192,666      157,670     163,691
       Contribution Carryforward         210,206  
       Total Deferred Tax Assets         517,084      239,453     264,006

      Deferred Tax Liabilities resulting from:
       Tax over Book Depreciation        451,689      493,656     507,722

      Total Deferred Tax Liabilities     451,689      493,656     507,722
      Net Deferred Tax Liability      $(  65,395 ) $  254,203   $ 243,716

      The Net Deferred Tax Liability is
       Reflected in the Balance Sheet Under
       These Captions:
        Deferred Income Tax Asset     $( 517,084 ) $( 239,453 ) $( 264,006 )
        Deferred Income Tax Liability    451,689      493,656      507,722

                                      $(  65,395 ) $  254,203   $  243,716


NOTE 15: PRIOR PERIOD ADJUSTMENT

         The Company has recorded a prior period adjustment for changes in
         earnings and provision for taxes resulting from an Internal Revenue
         Service examination of the Company's 1994 Federal Income tax return.
         The amount recorded represents an increase in income of $707,959 and
         tax of $230,487 for 1994 and a decrease in income of $150,403 and
         tax of $51,708 for 1995.

         The years presented in the financial statements are also affected by
         the results of the examination, and have been restated for 1997 and
         1996.  Earnings decreased $150,403  and taxes decreased $51,137 for
         1997 and 1996 with a decrease in earnings per share of $.20 and
         $.19, respectively.
                                 
                               II-27



                      PARADISE, INC.
                    AND SUBSIDIARIES
                                            
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 3l, l998, 1997, AND 1996


NOTE 16: UNUSUAL MATERIAL EVENT

         During 1998, the Company sold its investment real estate to the St.
         John's River Water Management District in a transaction involving
         both a cash sale and a charitable donation. In accordance with
         generally accepted accounting principles, the Company has recorded
         a gain on the sale of the land, a gain resulting from the
         contribution and the contribution at fair market value of the
         donated property.  Fair market value was established by an
         independent qualified appraisal.



































                               II-28


                                 
                           PARADISE, INC.
                          AND SUBSIDIARIES
                                 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                  DECEMBER 31, 1998, 1997 AND 1996

NOTE 17: QUARTERLY FINANCIAL DATA (UNAUDITED)

         Selected quarterly financial data is summarized as follows:

                                                QUARTER ENDED
          
  
       1998            March 31     June 30     September 30    December 31

    NET SALES        $ 1,326,374  $  988,517     $13,162,570    $6,490,353
    GROSS PROFIT         499,154     408,021       5,532,424     1,237,485
    NET EARNINGS
     (LOSS)          (   310,799)   (145,675)      1,858,856       612,043
    EARNINGS (LOSS)
     PER COMMON
     SHARE              $(0.60)      $(0.28)          $3.58          $1.18


                                             QUARTER ENDED  
                     

        1997            March 31       June 30   September 30    December 31

    NET SALES        $ 1,403,244    $ 1,481,243    $9,332,654    $9,791,296
    GROSS PROFIT         266,670        350,409     4,149,237     3,040,814
    NET EARNINGS
     (LOSS          (    552,545)  (    616,396)    1,931,725       441,486
    EARNINGS (LOSS)
     PER COMMON
     SHARE              $(1.06)        $(1.19)        $3.71          $0.85

      
                                            QUARTER ENDED    
                  
     1996            March 31         June 30   September 30    December 31

   NET SALES       $ 1,175,051    $   981,179     $9,163,889    $9,056,947
   GROSS PROFIT        390,577    (   346,115)     3,783,203     2,814,166
   NET EARNINGS
    (LOSS)         (   409,191)   ( 1,259,892)     1,973,795       444,332
   EARNINGS (LOSS)
    PER COMMON
    SHARE             $(  .79)       $(2.43)         $3.79          $0.86



                                

                                II-29

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

                                 None











































                                   

                               II-30
                               PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16 (a) of the Exchange Act
(a)      Directors of the Registrant

       Melvin S. Gordon -   President of the Registrant, 65 years old.  Term
                            of office will expire at next stockholders'
                            meeting.  Officer with Registrant past 34 years.

       Eugene L. Weiner -   Director and Executive Vice-President, Secretary
                            and Treasurer of the Registrant, 67 years old.
                            Term of office will expire at next stockholders'
                            meeting.  Officer with Registrant past 33 years.

       Randy S. Gordon -    Vice President for Plastics Sales of the
                            Registrant, 43 years old.  Term of office will
                            expire at next stockholders' meeting.  Employee
                            of Registrant past 20 years.

       Tracy W. Schulis -   Vice President for Fruit Sales of the Registrant,
                            42 years old.  Term of office will expire at next
                            stockholders'meeting.  Employee of Registrant
                            past 19 years.

       Mark H. Gordon -     Vice President, Manager of Fruit Manufacturing,
                            36 years old.  Term of office will expire at next
                            stockholders' meeting.  Employee of Registrant
                            past 13 years.

(a)      Executive Officers of the Registrant

       Melvin S. Gordon -   President, 65 years old. Term of office will
                            expire at next annual directors' meeting. 
                            Officer with Registrant past 34 years.

       Eugene L. Weiner -   Executive Vice-President, Secretary, Treasurer,
                            67 years old.  In charge of operations.  Term of
                            office will expire at next annual directors'
                            meeting.  Officer with Registrant past 33 years.












                                III-1


Item 9.  Directors and Executive Officers of the Registrant (Continued)

(b)                         Not Applicable

(c)      Family Relationships

         Melvin S. Gordon is first cousin by marriage to Eugene L. Weiner.

         Melvin S. Gordon is the father of Randy S. Gordon and Mark H. Gordon
         and the father-in-law of Tracy W. Schulis.

(d)                         Not Applicable

Item 10. Executive Compensation

(a) and (b)                 The following information is set forth with
                            respect to all remuneration paid or accrued
                            by the Company and its subsidiaries during the
                            year ended December 31, 1998 to its officers and
                            directors as a group.  Pursuant to regulation S-B
                            Item 402 (a)(2)(I) and (ii) the Company's five
                            most highly paid executive officers or directors,
                            included in the group total, whose total
                            remuneration exceeds $100,000 are separately
                            listed.





















                                   



                                 
                                 
                                 
                               III-2
Item 10. Executive Compensation (Continued)
                               
                             COMPENSATION      
                                              

                            SALARIES, FEES,
NAME OF INDIVIDUAL          DIRECTORS' FEES,               ESTIMATED
PROJECTED
  AND CAPACITY              COMMISSIONS AND               ANNUAL BENEFITS
IN WHICH SERVED             BONUSES (1)                   PAYABLE (3) (4)

All Directors and
 Officers as a Group
 (5 Persons)                          

Melvin S. Gordon,
 President and
 Director                             $   419,835 (2)      $66,966

Eugene L. Weiner,
 Executive Vice-
 President and
 Director                             $   377,300 (2)           (5)

Randy S. Gordon,
 Vice-President
 and Director                         $   195,354            $55,714

Tracy W. Schulis,
 Vice-President
  and Director                        $   195,357            $61,198

Mark H. Gordon,
 Vice-President
 and Director                         $   192,742            $50,571



                       NOTES TO THE ABOVE TABLE

       1.                   Personal benefits consist of charges for the
                            personal use of Company automobiles and PS-58 Costs.

       2.                   A deferred compensation plan was approved by The
                            Board of Directors during 1995 to be funded
                            beginning in 1996..
 




                                III-3
Item 10. Executive Compensation (Continued)

       3.                   These amounts are computed actuarially according
                            to the Retirement Plan of the Company assuming
                            certain facts as follows: a) that the participant
                            remains in the service of the Company until his
                            normal retirement date at age 65; b) that the
                            participant's earnings increase 4.50% annually
                            during the remainder of his service until
                            retirement age subject to the maximum annual
                            compensation limits established by law; and
                            c) that the plan be continued without substantial
                            modification.

       4.                   As of the latest available actuarial valuation date.

       5.                   Received a lump-sum distribution in 1996.

         S.D. Fuller, who resigned for health reasons in June, 1995, in
         recognition of his 30 years of service,  was awarded an annual
         stipend of $10,000 for five years, or until his demise.

C (d)  Options, Warrants, or Rights

                               Not applicable

(e)    Long-Term Incentive Plan Awards Table

                            Not Applicable

Item 11. Security Ownership of Certain Beneficial Owners and Management

(a)    The following table sets forth as of December 31, 1998, information
       concerning the beneficial ownership of the common stock of the Company
       by the persons who own, are known by the company to own, or who the
       Company has been advised have filed with the S.E.C. declarations of
       beneficial ownership, of more than 5% of the outstanding common
       stock.
                                              














                                   


                               III-4

Item 11. Security Ownership of Certain Beneficial Owners and Management
         (Continued)

                                                AMOUNT & NATURE
    NAME AND ADDRESS OF    TITLE OF             OF BENEFICIAL      PERCENT
     BENEFICIAL OWNER       CLASS               OWNERSHIP (1)    OF CLASS

         Estate of
         Frank A. Weaner        Common
         c/o Melvin Gordon
         2611 Bayshore Blvd.
          Tampa, Florida        Stock            129,060             24.8%

         Melvin S. Gordon       Common
         2611 Bayshore Blvd.
          Tampa, Florida        Stock             60,892             11.7   

         TOTAL                                   189,952             36.5%

(b)    Beneficial ownership of common stock held by all directors and
       officers of  the Company as a group:
                                         AMOUNT AND NATURE
                         TITLE OF        OF BENEFICIAL          PERCENT
                           CLASS         OWNERSHIP (1)          OF CLASS
       Directors and
       Officers
       As a Group        Common        223,989                   43.1

       Estate of
       Frank A. Weaner   Common        129,060                   24.8

       Melvin S. Gordon  Common         60,892                   11.7

       Eugene L. Weiner  Common         19,300                    3.7

       Randy S. Gordon   Common          6,104                    1.2

       Tracy W. Schulis  Common          4,571                     .9

       Mark H. Gordon    Common          4,062                     .8

       (1) The nature of the beneficial ownership for all shares is sole
            voting and investment power.

C      The Company knows of no contractual arrangements which may at a
       subsequent date result in a change in control of the Company.


                                III-5



Item 12. Certain Relationships and Related Transactions

                                 None



Item 13. Exhibits and Reports on Form 8-K

                                                                PAGE   

(a)    Exhibit (3) - Articles of Incorporation and By-Laws   Incorporated
                                                             By Reference

       Exhibit (11) - Statement Re: Computation of Per
                                  Share Earnings                II - 22

       Exhibit (21) - Subsidiaries of the Small Business
                                  Issuer                        III - 7


(b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the fourth quarter of the
         year ended December 31, 1998.

























                                III-6

Item 13. Exhibit 21 - Subsidiaries of the Small Business Issuer

                                                       STATE OF
                                                     INCORPORATION

         Fruit Traders, Inc.                           Florida

         White Swan Products, Inc.                     Florida

         Sun-Ripe Fruit Products, Inc.                 Florida

         F.T. Properties, Inc.                         Florida

         Paradise Growers, Inc.                        Florida

         Pennant Fruit Products, Inc.                  Florida

         Mor-Fruit Products, Inc.                      Florida






























                                III-7

                              SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this  Report to be signed on its behalf by the undersigned,
thereunto duly authorized.



       March 27, 1999                         PARADISE, INC.
Date

                                s/Melvin S. Gordon    
                              Melvin S. Gordon
                              President


In accordance with the Exchange Act this report has been signed below by the
following persons on behalf of the Registrant in the capacities and on the
dates indicated.



   s/ Melvin S. Gordon              President and Director    March 27, 1999
Melvin S. Gordon                                                Date


   s/ Eugene L. Weiner              Executive Vice President
Eugene L. Weiner                    and Director-Principal
                                    Financial and Account-
                                    ing Officer               March 27, 1999
                                                                Date


   s/ Randy S. Gordon               Vice President and
Randy S. Gordon                     Director                  March 27, 1999
                                                                Date


   s/ Tracy W. Schulis              Vice President and
Tracy W. Schulis                    Director                  March 27 ,1999
                                                                Date


   s/ Mark H. Gordon                Vice President and
Mark H. Gordon                      Director                  March 27, 1999
                                                                Date





                             SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this  Report to be signed on its behalf by the undersigned,
thereunto duly authorized.



       March 27, 1999                         PARADISE, INC.
       Date


                                             Melvin S. Gordon
                                             President


In accordance with the Exchange Act this report has been signed below by the
following persons  on behalf of the Registrant in the capacities and on the
dates indicated.



                               President and Director         March 27, 1999
Melvin S. Gordon                                                Date


                               Executive Vice President
Eugene L. Weiner               and Director-Principal
                               Financial and Account-
                               ing Officer                    March 27, 1999
                                                                Date


                               Vice President and
Randy S. Gordon                Director                       March 27, 1999
                                                                Date


                               Vice President and
Tracy W. Schulis               Director                       March 27 ,1999
                                                                Date


                               Vice President and
Mark H. Gordon                 Director                       March 27, 1999
                                                                Date