UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                              FORM 10-K
                                  
(Mark One)
(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934                                             (FEE REQUIRED)

     For the Fiscal Year Ended September 30, 1998
                                  
                                 OR
                                  
( )  TRANSITION  REPORT PURSUANT TO SECTION 13  or  15(d)  OF  THE SECURITIES
     EXCHANGE ACT OF 1934                                      (FEE REQUIRED)

     For the transition period from               to
                         Commission File No.
                               1-6442
                                  
                           ORANGE-CO, INC.
       (Exact name of registrant as specified in its charter)
                                  
            FLORIDA                                 59-0918547
(State or other jurisdiction of                   (IRS Employer
 incorporation or organization)                Identification Number)

     2020 U.S. Highway 17 South
          P.O. Box 2158
       Bartow, Florida 33831                           (941) 533-0551
(Address of principal executive offices)         (Registrant's telephone no.)

Securities registered pursuant to Section 12(b) of the Act:  Common Stock, 
$.50 par value

Securities registered pursuant to Section 12(g) of the Act:  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  (or
for  such  shorter period that the Registrant was required  to  file
such  reports), and (2) has been subject to such filing requirements
for the past 90 days.

                            Yes  X    No

Indicate  by check mark if disclosure of delinquent filers  pursuant
to  Item 405 of Regulation S-K is not contained herein, and will not
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-K or any amendment to this Form 10-K.
                                                                 [ ]
Aggregate market value of the common stock held by non-affiliates of
Registrant   at  December 4, 1998 (based on  the  closing  price  on
December 4, 1998):  $38,286,279.

Number of shares outstanding of common stock, $.50 par value, as  of
November 30, 1998:  10,309,975 shares
                                  
                 DOCUMENTS INCORPORATED BY REFERENCE
                                  
Portions of the following documents are incorporated by reference in
Part III of this Annual Report on Form 10-K: Proxy Statement for the
1999 Annual Meeting of Stockholders - Items 10, 11, 12 and 13

                                -1- 


                           ORANGE-CO, INC.
                       INDEX TO ANNUAL REPORT
                            ON FORM 10-K
                                                                  PAGE NO.
Part I

     Item 1  - Business                                                3
     Item 2  - Properties                                             10
     Item 3  - Legal Proceedings                                      10
     Item 4  - Submission of Matters to a Vote of Security Holders    10

Part II

     Item 5  - Market for the Registrant's Common Stock and
               Related Shareholder Matters                            11
     Item 6  - Selected Financial Data                                11
     Item 7  - Management's  Discussion and Analysis of 
               Financial Condition and Results of Operations          13
     Item 8  - Financial Statements and Supplementary Data            24
     Item 9  - Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                    41

Part III

     Item 10 - Directors and Executive Officers of the Registrant     42
     Item 11 - Executive Compensation                                 42
     Item 12 - Security Ownership of Certain Beneficial Owners
               and Management                                         42
     Item 13 - Certain Relationships and Related Transactions         42

Part IV

     Item 14 - Exhibits, Financial Statement Schedule and
               Reports on Form 8-K                                    43


                                -2-


                               PART 1
Item 1.  BUSINESS

OVERVIEW

       Orange-co,  Inc.  and  subsidiaries  (the  "Company")  is  an
integrated   citrus  company  primarily  engaged  in   growing   and
processing citrus products as well as packaging and marketing  these
products and other beverages.  As of November 30, 1998, the  Company
owned  and  managed  approximately 16,796 acres  of  Florida  citrus
groves and the fruit harvested therefrom.  The production from these
groves  is  principally  used  in the  Company's  citrus  processing
operations in Bartow, Florida (the "Bartow Plant").  This processing
facility  has  concentrate,  blending,  single  strength  not   from
concentrate  ("NFC")  juice,  by-products,  packaging  and   storage
operations providing the versatility to make many citrus and related
beverage  products  for sale in a variety of markets.   The  Company
also  packages  and  sells non-citrus beverages  to  complement  the
citrus related products supplied to its customers in the foodservice
business.   Additionally, the Company offers a  line  of  formulated
citrus   and   non-citrus  beverage  bases  for  reconstitution   by
industrial  and retail packers.  The Company entered the  formulated
beverage  base business in August 1993 with the purchase of  all  of
the  capital  stock of International Fruit, Inc.  Also, the  Company
has  recently  developed capabilities in the  private  label,  shelf
stable juices for distribution in the retail grocery business.

      The  Company's processed juice production has typically varied
from season to season depending on the size of the Florida crop, the
Company's  crop and other conditions in the industry.   The  Florida
citrus industry experiences fluctuations, which can be wide ranging,
in  the  size  of  the citrus crop harvested from season  to  season
causing fluctuations in citrus juice prices and therefore presenting
significant   variations   in  industry  economic   conditions   and
opportunities.  The Company's fruit production from its  groves  has
fluctuated  in a manner similar to the Florida citrus industry.   It
is  anticipated that the continuing rehabilitation of the  Company's
groves,  located  in  DeSoto, Charlotte and Polk Counties,  Florida,
which began in 1992, will provide relatively more fruit from the
Company's  groves  in the coming years as  these  efforts  take
effect.  As the Company enters the 1998-99 season, the United States
Department  of  Agriculture ("USDA") has  announced  an  anticipated
Florida  crop  of approximately 190,000,000 boxes of round  oranges.
It  is  uncertain what the effect of this size crop will be  on  the
Company's results for the 1998-99 fiscal year.  The 1997-98 crop was
determined to be 244,000,000 boxes of round oranges.

      During  fiscal 1996, the Company sold the remaining assets  of
its  Mexican subsidiary OrancoMex S.A. de C.V.  This subsidiary last
operated  in  1992.  The assets of the subsidiary  represented  less
than  1/2  of 1% of the Company's assets at time of the final  sale.
In September of 1997, the Company dissolved OrancoMex S.A. de C.V.

SALES BY PRODUCT LINE
<TABLE>
<CAPTION>
      The  following table sets forth the Company's sales by product
line for the past three years (in thousands).
                                      Years Ended September 30,

                              1998         1997         1996
<S>                         <C>          <C>          <C>
Beverage Division           $114,204     $104,480     $114,035
Grove Management Division      4,676        4,857        5,095
                            --------     --------     --------
Total Sales                 $118,880     $109,337     $119,130
                            ========     ========     ========
                                
                                -3-  
</TABLE>

BEVERAGE DIVISION

      The  Company  produces bulk frozen concentrated  orange  juice
("FCOJ")   and   frozen  concentrated  grapefruit   juice   ("FCGJ")
(collectively,  "concentrate"), NFC  orange  and  grapefruit  juice,
reconstituted  juices and several citrus by-products at  its  Bartow
Plant.    The   production  of  concentrate   principally   involves
extracting the juice from the fruit, evaporating most of  the  water
from  the juice and then refrigerating the juice concentrate at  the
proper  storage temperature.  The Bartow Plant's current  production
capacity is estimated to be approximately 11,000,000 boxes of  fruit
annually.

<TABLE>
<CAPTION>
     The  production of this facility over the past  five  years  as
measured by boxes processed is as follows:


    YEAR           BOXES PROCESSED
   <S>               <C>
   1993-94            9,296,000
   1994-95            9,597,000
   1995-96            9,978,000
   1996-97           10,230,000
   1997-98            9,937,000
</TABLE>

      In  fiscal  1994,  the Company expanded its  bulk  concentrate
storage  capacity by approximately 3.8 million gallons  providing  a
total storage capacity of approximately 7.5 million gallons of  bulk
frozen concentrated juices.

      The  Company packages a portion of the concentrate in  various
containers  for  sale to major food service companies  for  ultimate
distribution  to  restaurants,  hotels,  hospitals  and  other  food
service customers.  The remainder of the concentrate is sold in bulk
to  dairies and other industrial users.  Additionally, a portion  of
the  fruit  is processed into NFC juice products.  The Company  does
from  time to time, depending upon conditions then existing  in  the
citrus industry, decide to vary its sales mix.

      Within  the food service market, the Company also  provides  a
full  line  of  beverage  products  to  supplement  its  traditional
emphasis  on orange juice.  The Company's product line also includes
several  types of juices, including:  orange, grapefruit, non-citrus
beverages such as grape, apple, cranberry, fruit punch and lemonade,
a  variety  of 10% to 50% juice base drinks, and liquid concentrated
tea and coffee.

      The  Company  also  provides  or sells  juice  dispensers  for
utilization  at the consuming account to complement its  foodservice
business through its subsidiary, Orange-co Dispenser Services,  Inc.
Additionally, Orange-co Dispenser Services, Inc. provides service on
the   dispensing  equipment  and  technical  training  of   customer
representatives.

      In August 1993 the Company expanded its drink base products to
include   a   line  of  citrus  and  non-citrus  formulated   frozen
concentrated  drink bases sold to dairies and other  industrial  and
retail  packers.  This expansion took place through the purchase  of
all  of  the  outstanding  stock of International  Fruit,  Inc.,  an
established producer and marketer of these products.

      In July 1996 the Company purchased the assets of the Birds
Eye(r) and  Gold `N' Rich(r) foodservice frozen concentrated juice
products business for the foodservice business in the United States,
its territories, Puerto Rico and the U.S. Military. Included in this
purchase  was  a partial assignment of the rights to use  the  Birds
Eye(R) trademark in the territories previously mentioned.


                                -4-

<TABLE>
<CAPTION>
     The  following table sets forth the equivalent concentrate  and
NFC  gallons produced at the Company's Bartow plant during  each  of
the  last  five seasons. The number of equivalent gallons  shown  is
based on a concentrate factor of 65 degree brix for orange juice and
58  degree  brix  for grapefruit juice, which is a  measure  of  the
percent of sugar in the fruit juice.

              Bartow        Bartow        
              Plant:        Plant:        
            Processed      Processed      
              Orange       Grapefruit      
Season        Juice          Juice       Total
<S>         <C>             <C>        <C>
1993-94     7,138,798       968,449    8,107,247
1994-95     7,132,492       844,309    7,976,801
1995-96     7,777,916       652,693    8,430,609
1996-97     7,979,675       805,825    8,785,500
1997-98     8,083,077       588,477    8,671,554
</TABLE>

      The sales prices for bulk citrus juice sold by the Company are
determined  by market prices which in the past have been subject  to
fluctuations which are expected to continue.  The Company  uses  the
frozen concentrate orange juice futures market to hedge fruit,  FCOJ
inventory,   and  purchase  and  sales  commitments   against   such
fluctuations.

     The Bartow Plant also produces several citrus by-products.  One
process  extracts d'limonene oil (a chemical additive  for  products
such  as  paint thinner, cleansers and cosmetics) and  other  citrus
oils from orange peel and processes the remaining peel and pulp  for
sale  as  cattle  feed.   A  secondary extraction  process  is  also
performed  in which juice is extracted from the fruit pulp separated
from  the  juice during the concentrate operation.  This product  is
used  in  the  production  of an orange pulp  wash  concentrate  (an
ingredient  used  in beverages consisting of less than  10%  natural
juices) and is sold in bulk to various customers.  The Bartow  Plant
also  produces a by-product known as pulp cells, which  is  sold  to
manufacturers  for use as a filler and flavor ingredient  in  citrus
juice products.

      The  Company  operates  a  cold storage  facility  at  Bartow,
Florida, which is certified by the United States Customs Service for
duty deferred customs storage and by the New York Cotton Exchange as
a   delivery  point  for  FCOJ  futures  contracts.   As  previously
mentioned the Company expanded this facility in February 1994 by 3.8
million  gallons  to  a  total capacity of 7.5  million  gallons  of
concentrate.

THE GROVES

     As of November 30, 1998, the Company owned approximately 13,928
acres of citrus groves and also managed approximately 2,868 acres of
citrus  groves owned by other growers (collectively, the  "Groves").
The  Groves  constitute approximately 1.9% of Florida's total  grove
acreage,  which is reported to be approximately 847,000 acres.   The
following table lists the locations of the Groves by county and  the
approximate  number  of  acres of groves owned  by  the  Company  or
managed  by the Company for other growers in Florida as of  November
30, 1998.

<TABLE>
<CAPTION>
                     GROVES       GROVES
  LOCATION           OWNED        MANAGED
<S>                  <C>           <C>
Polk County             647          -
DeSoto County        12,415        2,643
Charlotte County        866          225
                     ------        -----
Totals               13,928        2,868
                     ======        =====                
</TABLE>
                                -5-
<TABLE>
<CAPTION>
      The  following table reflects the production expressed in  the
number  of 90-pound boxes from Company owned and managed groves  for
each  of  the  past  five  seasons.  The  Company's  harvesting  and
processing activities generally begin in November of each  year  and
continue  through  the  following  May  or  June.   This  period  of
production is referred to herein as a "season".
                                                                  Average
                                                                  Production
Season       Owned Groves   Managed Groves   Total Production     Per Acre(1)
                     (in Acres)                           (in boxes)
<S>          <C>            <C>              <C>                  <C>
1993-94         11,523         2,695            3,542,218           249
1994-95         11,367         2,611            5,057,925           362
1995-96         11,023         2,396            4,919,459           367
1996-97         11,601         1,965            5,261,841           388
1997-98         11,865         1,931            5,389,732           391
</TABLE>
<F1>
(1)Calculated  by dividing total  production by  total  number  of
   productive  grove  acres owned and  managed as of  September  30,
   1994, 1995, 1996, 1997 and 1998.  Productive grove acres does not
   include acreage used for access and water management.

<TABLE>
<CAPTION>
     The  following  table lists the actual Florida  crop  of  round
oranges over the past five seasons expressed in the number of ninety
pound boxes.

SEASON       NINETY POUND BOXES
<S>         <C>
1993-94          174,200,000
1994-95          205,500,000
1995-96          203,300,000
1996-97          226,200,000
1997-98          244,000,000
</TABLE>

      As previously mentioned, the USDA has announced an anticipated
Florida  orange  crop of approximately 190,000,000  boxes  of  round
oranges for the 1998-99 season.

      In  addition  to citrus grove acreage, as of November  30, 1998
the Company owned approximately 5,577 acres of land, much of it in
the  vicinity of the Groves, of which approximately 1,950  acres are
prepared  for citrus planting, approximately  1,295  acres  are
suitable for cultivation and 2,332 acres are used as water retention
areas, roadways and similar ancillary uses or are unusable.

      The  Company's  plan  calls  for,  among  other  actions,  the
continued  rehabilitation of its citrus acreage  thereby  increasing
productivity,  cash  flow  and market values.   During  fiscal  1992
through  fiscal 1998, the Company accelerated its rehabilitation  of
the  Groves  by planting approximately 770,000 trees and  installing
improved irrigation systems covering approximately 10,851 acres.

      During  the past five seasons, substantially all of the  fruit
harvested  from  the  Groves was used in  the  Company's  processing
plant.  Most of the 1998-99 crop from the Groves is expected  to  be
used in the Company's processing plant.

                                -6-


GROVE MANAGEMENT

      In addition to caring for its own groves, the Company provides
grove  care, harvesting and marketing services for groves  owned  by
others.    The  Company's  grove  care  services  include   periodic
application  of  fertilizers, herbicides and pesticides,  monitoring
for  diseases and pests, liaison with local water control  districts
as  to  irrigation and drainage requirements and monitoring rainfall
and  temperature  information.   In  addition  to  performing  these
services  as  part  of a standard-care contract,  the  Company  also
performs  other  custom-care services, including trimming,  topping,
application  of soil conditioners, reshaping of beds and replacement
of  damaged  or dead trees on an "as needed" basis.  As of  November
30,  1998, the Company managed 2,215 acres on a standard-care  basis
and 653 acres on a custom-care basis.

      Grove  care  contracts generally provide for services  at  the
Company's  cost  plus  a  negotiated fee,  usually  expressed  as  a
percentage  of cost.  Grove care charges are payable  monthly.   The
Company's grove care contracts are generally short-term in nature or
terminable upon short notice.

      The  Company  enters  into marketing  contracts  with  growers
("participation contracts"), whereby the Company purchases the fruit
for a price to be determined by the proceeds ultimately received  by
the  Company  for  the products sold from that season's  fruit  less
production  and overhead costs, industry assessments and  a  service
fee.   These  contracts  are generally renewable  annually  and  are
terminable  upon  short  notice.   The  Company's  remaining   fruit
purchases  are either made under annual contracts that  provide  for
purchase  based  upon market prices prevailing at the  time  of  the
agreement or are made on a "spot" basis.

PETROLEUM PRODUCTS AND RELATED BUSINESSES

      Prior to fiscal 1995, the Company was engaged in the wholesale
and  retail  sale of petroleum products through a subsidiary,  Frank
Carroll Oil Company ("Carroll Oil").  The Company completed the sale
of  100% of Carroll Oil stock effective September 30, 1994 for total
proceeds of approximately $966,000 in cash and notes and accordingly
is  no  longer  engaged  in the sale and distribution  of  petroleum
products.

EMPLOYEES

      As of November 30, 1998 the Company employed approximately 250
full-time,  non-seasonal employees in production-related activities,
including  its  operations  at  the  Bartow  Plant  and  its   grove
management  operations.  The Company also employs approximately  100
administrative  personnel.   The number of  employees  increases  to
approximately  520 during the Company's peak period  of  operations.
Management believes that the relations between the Company  and  its
employees are good.

GENERAL INFORMATION REGARDING CITRUS OPERATIONS

AGRICULTURAL CONDITIONS  The citrus industry is subject  to  various
factors  over  which  growers  and processors  have  limited  or  no
control, including weather conditions, disease, pestilence and water
supply.   Although the subtropical Florida climate generally  favors
cultivation of citrus fruit, no citrus-producing area of Florida  is
immune  from  weather conditions which can damage citrus  trees  and
fruit.   In  the  past,  damaging frosts or  freezes  have  occurred
throughout  Florida.  A freeze can adversely affect the productivity
of  groves  for  the year in which it occurs and for  several  years
thereafter  by  causing tree damage or destruction.   Other  weather
conditions  which  could  adversely  affect  the  groves  and  grove
production  include,  but  are not limited  to,  drought,  excessive
moisture,  hurricanes,  wind and hail.  The  Company  does  maintain
limited  crop  insurance.  The Company, however, does  not  maintain
insurance on its trees.

                                -7-


MARKET  PRICE FLUCTUATIONS Market prices for processed citrus  juice
are  subject  to  fluctuations.  The variation in the  size  of  the
citrus  crop  as  previously mentioned has in the past  resulted  in
large  changes  in  the  price of FCOJ, FCGJ and  related  products.
Market  prices are highly sensitive to crop sizes as well  as  other
factors such as weather and competition from foreign crops.

      The  Company uses the FCOJ futures market to hedge  fruit  and
FCOJ inventory to reduce price risk.  Under this program the Company
may  enter  into  sales  contracts on the  FCOJ  futures  market  in
relation   to  its  current  and  future  orange  juice  concentrate
inventories   to  offset  anticipated  fluctuations  in  concentrate
prices,  thereby  protecting margins in advance of actual  sale  and
delivery.   Additionally,  the  Company  may  enter  into   purchase
contracts  for FCOJ on the futures market to reduce the  price  risk
and  assure  an  adequate  supply of purchased  FCOJ.   The  Company
maintains accounts with brokers which have deposit requirements that
can  fluctuate as a result of changes in the price of FCOJ  futures,
which can affect liquidity.

GOVERNMENTAL REGULATIONS Fresh citrus fruit and processed juice  are
produced and marketed under strict federal and state regulations and
supervision.   The  Company  has  experienced  no  difficulties   in
complying with these regulations.

      All  property  in  the  State of Florida  is  subject  to  the
jurisdiction  of  water management districts which manage  water  to
maximize  its  supply, quality and flood protection.  Currently  all
necessary water permits have been obtained for the Groves.   In  the
event  of a water shortage, the water management districts have  the
authority to restrict water usage in the Groves which could  have  a
material  adverse  effect upon the Groves and  their  production  of
fruit.   Certain of the Groves are also located within  local  water
management  districts which are established either  by  the  Florida
Department   of  Environmental  Protection  or  by  the   landowners
themselves.   The water management districts primarily regulate  the
drainage  and irrigation of the lands within each district and  make
annual  assessments  on  the landowners for  the  costs  of  related
improvements, maintenance and operations.

     Certain provisions of the Immigration Reform and Control Act of
1986  could  limit the availability of seasonal labor  necessary  to
harvest  the  Company's crops.  The Company has  not  experienced  a
shortage of seasonal labor in the past.  However, during the 1998-99
season to date, the industry has experienced a shortage of labor 
making timely harvesting more difficult.

      During  fiscal 1998 and 1997, the Company spent  approximately
$124,000  and $133,000 respectively, on its spray field  system  for
disposing  of  waste  water  at the Bartow  facility  and  on  other
environmental  matters none of which was capitalized  during  fiscal
1998.   The Company anticipates the expenditure of approximately  an
additional $125,000 during fiscal 1999 on the sprayfield  system and
other environmental matters.

SEASONALITY  AND  WORKING CAPITAL The citrus industry  is  seasonal,
with  the Company harvesting fruit and processing it into juice from
November   through  June.   Inventories  of  processed   juice   are
accumulated during each season to enable the Company to cover  sales
commitments  and deliveries through the beginning of the  production
cycle  in the next season.  This cyclical peaking of processed juice
inventories  generally  results in a  need  for  larger  amounts  of
working  capital  during certain times of  the  year.   The  Company
principally  uses  a  line  of credit to finance  inventories.   See
"Management's  Discussion and Analysis of  Financial  Condition  and
Results of Operations - Liquidity and Capital Resources."

COMPETITION   The  Company  competes  with  numerous   growers   and
processors,  some  of  which are larger than  the  Company.   Price,
quality  and  marketing  are the principal  competitive  factors  in
selling  processed juices.  The Company believes that its production
capacity and efficiencies, when fully utilized, enhance its  ability
to compete.  Because of the size of the domestic citrus industry, no
individual  grower  or processor can exercise appreciable  influence
over the selling price of the Company's bulk citrus products nor the
price  of  its fruit.  However, the 

            
                                -8-

market for the Company's  value- added beverage products sold to food
service customers is characterized by fewer producers, some of which 
are significantly larger than the Company and can influence the market 
price for these products. Although the Company accounted for approximately 
4.7% of Florida  FCOJ  production during the 1997-98 season, several other
producers accounted for greater percentages.  Foreign processors  of
concentrate,  particularly  Brazilian,  are  believed   to   produce
concentrate at a lower cost than that produced in the United States.
Brazilian  processors may also receive subsidies from the  Brazilian
government  for which there are no comparable benefits  received  by
domestic  processors.   The  effect  of  these  cost  advantages  is
partially   diminished   by   a   United   States   import   tariff.
Nevertheless, because of the volume of their exports to  the  United
States  and  other  countries and their lower  cost  of  production,
Brazilian  producers may affect the selling prices for  concentrate,
and Brazilian exports of concentrate have been viewed by many in the
industry  as a competitive threat to domestic processors.  Even  so,
the Company considers Brazilian exports to be a potential source  of
supply  during periods when domestic citrus products are unavailable
or  in  short  supply.   The  Company believes  that  the  continued
development  of markets for concentrate, such as Japan  and  Europe,
may offset to some extent the impact of Brazilian competition.

      The  North American Free Trade Agreement ("NAFTA") with Mexico
and  Canada, which was implemented in January 1994, provides for the
elimination  of  United States tariffs on citrus  products  imported
into the United States from Mexico over a 15 year period which could
increase competition for domestic suppliers.

      The  Company has several registered trademarks which  are  not
currently in use.  As previously mentioned, the Company obtained the
rights  to use the Birds Eye(r) and the Gold `N' Rich(r) trademarks 
for use in the foodservice juice business.

FOREIGN  AND  DOMESTIC OPERATIONS The Company derived  approximately
10.5%,  9.5%  and  8.3%, of its revenue from  foreign  sales  during
fiscal 1998, 1997, and 1996, respectively.  All of  the  Company's
foreign sales are from its Florida operations.  As of September 30,
1998 and 1997, 14.9% and 8.5% respectively of the Company's receivables
were due from foreign custmers.

      Substantially all of the Company's assets are located  in  the
state of Florida.

BUSINESS  SEGMENTS During fiscal 1998, 1997 and 1996  the  Company's
gross  sales, net income and assets were materially attributable  to
the  citrus business.  The Company has two customers that  accounted
for  20.6%  and  15.1%  of revenue for fiscal  1998.   Relationships
between  the Company and these two customers are currently good  and
are   expected  to  remain  so.  All  other  customers  individually
accounted  for  less than 10% of total sales for fiscal  1998.   For
further  information  on significant customers  over  10%  of  total
Company  sales  see  Note  1 of the Notes to Consolidated  Financial
Statements "Summary of Significant Accounting Policies".


                                -9-


ITEM 2.   PROPERTIES
<TABLE>
<CAPTION>
      The  following table sets forth certain information  regarding
the  principal properties owned by the Company and its wholly  owned
subsidiaries as of November 30, 1998.

      Location              General Character        Approximate Size
<S>                         <C>                      <C>
Polk, Charlotte and         Citrus groves and           
 DeSoto, Counties, FL(1)     related acreage           18,588 acres
                                               
Bartow, FL (1)              Citrus processing plant    551 acres
                                                       80,000 boxes per day
                                                        average capacity

                            Concentrate storage 
                            storage facility           7,500,000 gallon capacity
                                               
DeSoto County, FL           Undeveloped land           366 acres
</TABLE>
<F1>
(1)Portions of these properties are encumbered by certain mortgages.

     Management believes that the Company's Bartow plant and related
storage  facilities are in good operating condition and are adequate
to support its current operations.

      The  Company has a continuing program to consolidate certain of 
its grove holdings into more contiguous and efficient parcels and 
rehabilitated selected parcels through the installation  of more
effective  irrigation  systems and significant  replanting  of
citrus  trees.   The  Company has also committed  to  certain  other
improvements  including  those  to  its  Bartow  citrus   processing
facility  (see  Management's Discussion and  Analysis  of  Financial
Condition   and  Results  of  Operations:   Liquidity  and   Capital
Resources).

      A portion of the Company's properties are subject to mortgages
securing   long-term  debt  or  are  covered  by  negative   pledges
restricting mortgages or pledges of such properties.  (See  Notes  4
and  8  of  the Notes to Consolidated Financial Statements "Property
and Equipment" and "Notes Payable to Banks and Long-term Debt".)

ITEM 3.   LEGAL PROCEEDINGS

     There are no reportable legal proceedings under this item.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


                                -10-


                               PART II

ITEM  5.    MARKET  FOR THE REGISTRANT'S COMMON  STOCK  AND  RELATED
            SHAREHOLDER MATTERS

      The  Company's  common stock is traded on the New  York  Stock
Exchange under the symbol "OJ".  The following table sets forth  the
range  of  high  and  low closing prices per  share  for  each  full
quarterly period within the two most recent fiscal years.

<TABLE>
<CAPTION>

FISCAL 1998         HIGH         LOW
<S>               <C>          <C>
First Quarter     $8.4375      $7.6875
Second Quarter     7.9375       6.6875
Third Quarter      6.9375       5.6250
Fourth Quarter     6.5000       5.0000
                           
FISCAL 1997         HIGH         LOW
                           
First Quarter     $8.0000      $6.7500
Second Quarter     8.1250       7.5000
Third Quarter      7.8750       7.5000
Fourth Quarter     8.1875       7.6250

</TABLE>

      Orange-co, Inc. and Subsidiaries is a 52.4% beneficially owned
subsidiary of Ben Hill Griffin, Inc. and an affiliate.  On November
30, 1998, there were approximately  4,209  named holders of record 
of the Company's common stock.

      On  February 3, 1997 the Company paid a dividend of  $.10  per
common share for shareholders of record as of January 20, 1997.   On
February  1,  1996 the Company paid a dividend of  $.10  per  common
share.   Prior  to  1996  the Company had  previously  last  paid  a
dividend  of  $.02 per share on its common stock in  November  1988.
Any  payment of cash dividends in the future will be dependent  upon
the   Company's   financial  condition,  loan   covenants,   capital
requirements,  earnings, and other factors that  the  Company  deems
relevant.

ITEM 6.   SELECTED FINANCIAL DATA
<TABLE>
      The  following selected financial data as of and for the years
ended  September  30, 1998, 1997, 1996, 1995, and  1994,  have  been
derived from the audited financial statements of the Company.  Sales
and  net  income  from  continuing operations  before  income  taxes
reflect  the  treatment of the Petroleum Division as a  discontinued
operation on a consistent basis.  The Company completed the sale  of
the Petroleum Division in September 1994.  The following data should
be  read  in  conjunction with, and is qualified in its entirety  by
reference  to,  the financial statements and the accompanying  notes
contained  elsewhere  in  this report under the  heading  "Financial
Statements and Supplementary Data".


                                -11-

<CAPTION>
     Years Ended September 30, 1998, 1997, 1996, 1995, and 1994
                            Historical(1)
              (in thousands, except per share data)
                                                                
                                 1998      1997      1996       1995     1994
STATEMENT OF OPERATIONS DATA
<S>                                <C>       <C>       <C>      <C>
Sales                          $118,880  $109,337  $119,130   $111,325  $76,756
                               ========= ========  ========   ========  =======
(Loss)income from continuing                                               
operations before income     
taxes                          $ (2,083) $  1,833  $ 14,487   $ 14,776  $ 5,886
                               ========= ========  ========   ========  =======
Net (loss)income               $ (1,413) $  1,079  $ 10,091   $  9,135  $ 3,345
                               ========= ========  ========   ========  =======
                                                                
Net (loss)income per                                            
common share                   $   (.14) $    .10  $    .98   $    .89  $   .32
                               ========= ========  ========   ========  =======
</TABLE>
<TABLE>
<CAPTION>
        As of September 30, 1998, 1997, 1996, 1995, and 1994
                           (in thousands)
                                  
                           1998       1997       1996       1995      1994
                                                       
BALANCE SHEET DATA                                              
<S>                      <C>       <C>         <C>        <C>        <C>
Total assets             $208,362   $201,129   $199,695   $171,441   $169,404
                         ========   ========   ========   ========   ========
Long-term  debt (less                                         
current portion)         $ 54,901   $ 46,764   $ 46,663   $ 31,252   $ 38,499
                         ========   ========   ========   ========   ========

Stockholders' equity     $107,690   $109,100   $109,011   $ 99,932   $ 90,797
                         ========   ========   ========   ========   ========
</TABLE>
<F1>
(1)Not covered by accountant's report.

      On  February 3, 1997 the Company paid a dividend of  $.10  per
common share for shareholders of record as of January 20, 1997.   On
February  1,  1996 the Company paid a dividend of  $.10  per  common
share.   Prior  to  1996  the Company had  previously  last  paid  a
dividend of $.02 per share on its common stock in November 1988.


                                -12-


ITEM 7:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

FISCAL 1998 VERSUS FISCAL 1997

     The  discussion  that  follows is  based  on  the  Consolidated
Statements  of Operations and compares the results of the  Company's
operations  for the year ended September 30, 1998 to  the  Company's
operations for the year ended September 30, 1997.

<TABLE>
<CAPTION>
      The  following table reflects changes in sales, cost of  sales
and gross profit by division and other changes in the Statements  of
Operations through net income.

  Year Ended September 30, 1998 vs. Year Ended September 30, 1997
                       Increases/(Decreases)
                           (in thousands)
                                                 Cost of         
                                      Sales       Goods   Net Changes
                                                   Sold    to Income
<S>                                  <C>         <C>       <C>
Beverage Division . . . . . . .  .   $ 9,724     $11,801   $ (2,077)
Grove Management Division . . .  .      (181)       (118)       (63)
                                     --------    --------  ---------
Total . . . . . . . . . . . . .  .   $ 9,543     $11,683   $ (2,140)
                                     ========    ========  
Other costs and expense, net:                             
      Selling, general and administrative . . . . . . . .      (496)
      Gain on disposition of property and equipment . . .      (316)
      Other . . . . . . . . . . . . . . . . . . . . . . .      (372)
Interest  . . . . . . . . . . . . . . . . . . . . . . . .      (547)
                                                            ========
Income(loss) before income tax  . . . . . . . . . . . . .    (3,871)
Provision for income taxes  . . . . . . . . . . . . . . .     1,379
                                                            ========
Net income(loss)  . . . . . . . . . . . . . . . . . . . .   $(2,492)
                                                            ========
</TABLE>

                                SALES

     Total   net   sales  from  operations  increased  approximately
$9,543,000  or  8.7%  for the fiscal year ended September  30,  1998
compared  to the prior year ended September 30, 1997.  The principal
increase  of  approximately  $9,724,000  occurred  in  the  Beverage
Division.   However, the Grove Management Division  sales  decreased
approximately $181,000 compared to the prior year.

BEVERAGE   DIVISION     The   Beverage  Division   sales   increased
approximately $9,724,000 during fiscal 1998 compared  to  the  prior
year.   A  principal component of this increase was an  increase  of
approximately  $15,771,000 in revenues  as  a  result  of  increased
volumes  of  bulk citrus juice products sold compared to  the  prior
year.   Partially offsetting this volume increase was a decrease  of
approximately  $3,878,000  from  the  Company's  bulk  citrus  juice
products  due to lower prices for these products sold.  The increase
in  volumes was due primarily to an expanding sales program for bulk
citrus  juice  products.   In October 1997,  the  USDA  announced  a
Florida  crop estimate of approximately 254,000,000 boxes  of  round
oranges  for  the  1997-98 season.  This represented  a  significant
increase from the 1996-97 actual of approximately 226,200,000  boxes
of round oranges.  The anticipation of this significant increase had
a  deflating effect on prices throughout fiscal 1998 compared to the
prior  year.   The  actual  final crop for the  1997-98  season  was
approximately 244,000,000 boxes of round oranges.


                                 -13-


As  we  entered the 1998-99 season, the USDA has estimated a Florida
orange  crop  of  approximately 190,000,000 boxes of round  oranges.
The  Florida citrus industry is highly cyclical, subject to  varying
weather  conditions and other natural phenomena, sometimes  creating
fluctuations in economic conditions and opportunities.

      Sales  of  the  Company's  packaged  citrus  juices  decreased
approximately  $896,000 during fiscal 1998  compared  to  the  prior
year.   Of  this  decrease,  approximately  $1,918,000  was  due  to
decreased  prices  for these products compared to  the  prior  year.
Partially  offsetting this decrease was an increase of approximately
$1,022,000  as  a  result of increased volumes for  packaged  citrus
juice products compared to the prior year.

      The  Company's non-orange packaged juices and drink base sales
decreased approximately $394,000 during fiscal 1998 compared to  the
prior   year.    The  principal  component  of  this   decrease   of
approximately  $344,000  resulted from decreased  volumes  of  these
products  being  sold.   Additionally,  price  decreases  for  these
products  accounted for a decrease of approximately $50,000 compared
to the prior year.

      Storage,  handling,  processing  citrus  for  customers  under
contract,  and  other sales increased approximately $102,000  during
fiscal 1998 compared to the prior year principally as a result of an
increase in the volume of these services being performed.

      Additionally,  sales of  citrus by-products, including feed, 
pulp cells, and citrus oils, decreased approximately $981,000 during 
fiscal 1998 compared to the prior year  principally as a result of 
decreased prices for these products in the  current year.

GROVE   MANAGEMENT  DIVISION      Grove  Management  Division  sales
decreased approximately $181,000 during fiscal 1998 compared to  the
prior   year.   The  principal  decrease  during  fiscal   1998   of
approximately $132,000 was due to a reduction in the price of  fruit
sold  to  third party packers and processors.  Revenues  from  grove
caretaking  also  decreased  during  fiscal  1998  by  approximately
$7,000.     Additionally,   harvesting   revenues    decreased    by
approximately $42,000 primarily due to a reduction in the volume  of
boxes harvested during the current fiscal year.


                            GROSS PROFIT

     Gross profit for fiscal 1998 decreased approximately $2,140,000
or  22.7%  compared  to  the  prior  year.   The  Beverage  Division
accounted for the principal decrease with a decrease in gross profit
of  approximately  $2,077,000 while the  Grove  Management  Division
gross profit decreased approximately $63,000.

BEVERAGE  DIVISION   The decrease in gross profit  of  approximately
$2,077,000 in the Beverage Division resulted from numerous increases
and decreases in volume, selling price, cost of production and 
combinations thereof.  The effect of these changes are quantified as 
follows.

     The   principal  decrease  in  gross  profit  of  approximately
$3,878,000  resulted from decreased prices for  the  Company's  bulk
citrus juice products during fiscal 1998 compared to the prior year.
This decrease was partially offset by an increase in gross profit of
approximately $3,608,000 as a combined result of higher  volumes  of
citrus  juice  products  sold  and lower  costs  of  raw  fruit  and
purchased  concentrate  used  in the production  of  these  products
during fiscal 1998 compared to the prior year.


                                -14-


      The  Company utilizes the FCOJ futures market to  hedge  fruit
inventory, anticipated requirements and sales commitments  of  FCOJ.
The effects of this hedging activity, if any, are reflected in sales
or in the cost of inventories and flow through the Consolidated 
Statements of Operations as the associated products are sold.
As of September 30, 1998 the Company held contracts for  FCOJ
futures with unrealized losses of approximately $2,000 which would
have been realized if said positions had been prematurely liquidated
on  that  date.  These unrealized losses are based upon the  closing
market prices of equivalent futures obligations and do  not
necessarily  represent prices at which the Company expects to sell
the FCOJ.

      The table below provides information about the Company's FCOJ
futures contracts, and options that are sensitive to changes in commodity
prices, specifically FCOJ prices.  For the futures and option contracts
the table presents the total dollar contract amount by expected maturity
dates.  Contract amounts are used to calculate the contractual payments
and quantity of FCOJ to be exchanged under the futures contracts.
Contractural cash flows from derivative financial instruments if
executed at maturity would be as follows at September 30, 1998:

                                                           Maturity
                                                             Date
FCOJ Futures
   Contracts (Net Long)    $(1,530,000)         November 1998 - March 1999

FCOJ Option
   Contracts (Net Calls)   $5,899,000           November 1998 - January 1999

     The contractual cash flows from the derivatives are based upon the
execution of the underlying futures contracts and do not necessarily 
represent actual cash flows when the futures and options mature or
otherwise terminate.

      Gross  profit  from the sale of the Company's packaged  citrus
juice products decreased approximately $2,307,000 during fiscal 1998
compared to the prior year.  The principal decrease of approximately
$1,918,000  resulted  from a decrease in price for  packaged  citrus
juice  products sold.  Additionally, there was a decrease  in  gross
profit of approximately $779,000 as a result of decreased volumes of
these  products  being sold compared to the prior  year.   Partially
offsetting these decreases was an increase of approximately $390,000
as  a result of lower costs of production principally from raw fruit
and  purchased  solids utilized in the production of these  products
during fiscal 1998.

     Gross profit from the sale of the Company's non-orange packaged
juices  and  drink base products increased approximately  $1,148,000
during  fiscal  1998  compared to the  prior  year.   The  principal
increase  of  approximately $1,401,000 was the result  of  decreased
costs  of  ingredients and production costs.  These  increases  were
partially  offset  by  decreases in gross  profit  of  approximately
$203,000  and  $50,000  as  a result of  lower  volumes  and  prices
respectively compared to the prior year.

      The  sale of the Company's by-products decreased gross  profit
approximately  $348,000 during fiscal 1998  compared  to  the  prior
year.   The  principal  decrease  of  approximately  $1,853,000  was
primarily the result of decreased prices.  Partially offsetting this
decrease was an increase of approximately $1,505,000 as a result  of
lower  production costs and increased volumes compared to the  prior
year.

      Gross  profit  from  storage, handling  and  other  activities
decreased  by approximately $300,000 during fiscal 1998 compared  to
the same period in the prior year.  This decrease resulted primarily
from  a  reduction in the volume of citrus processed  for  customers
under contract and related storage and handling activities.


                                -15-


GROVE MANAGEMENT DIVISION     Grove Management Division gross profit
decreased  by approximately $63,000 during fiscal 1998  compared  to
the prior year.  Gross profit decreased approximately $139,000 as  a
result  of  a  decrease in the volume of fruit sold to  third  party
packers and processors.  Partially offsetting this decrease  was  an
increase in gross profit from harvesting activities of approximately
$61,000  due to a reduction in the cost of these activities compared
to  the  prior  year.   Additionally, gross  profit  also  increased
approximately $15,000 from grove caretaking activities.


            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

       Selling,   general  and  administrative  expenses   increased
approximately $496,000 or 9.3% for fiscal 1998 compared to the prior
year.   Of this increase approximately $450,000 resulted  from  an
increase  in  other  costs and approximately $46,000 resulted from
increased staffing and labor costs compared to the  prior  year.


        GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT

     The gain on the disposition of property and equipment decreased
approximately $316,000 for fiscal 1998 compared to the  prior  year.
The  principal  reason for this decrease was a gain of approximately
$438,000  on  the  disposition of certain commercial  properties  in
fiscal  1997 for which there was no comparable activity  for  fiscal
1998.  Offsetting this decrease was a gain of approximately $122,000
on an involuntary conversion of property during fiscal 1998.


                                OTHER

      Other expenses increased approximately  $372,000 in fiscal 1998
compared to the prior year.   Of this increase approximately  $189,000
resulted from an increase of the provision for uncollectible receivables
and approximately  $171,000 resulted  from increased amortization costs.
    
                          INTEREST EXPENSE

      Interest expense increased by approximately $547,000 or  20.1%
in  fiscal 1998 compared to the prior year.  The primary increase of
approximately $272,000 was due to an increase in interest rates  and
an  increase of approximately $36,000 was due to an increase in  the
average   outstanding   debt.    Additionally,   an   increase    of
approximately  $148,000  was  due  to  a  decrease  in   capitalized
interest,  and an increase of approximately $91,000 was  due  to  an
increase in deferred loan costs and other charges.
                                  
                      OTHER SIGNIFICANT EVENTS

      As previously mentioned, the USDA has announced an anticipated
Florida  orange  crop of approximately 190,000,000  boxes  of  round
oranges for the 1998-99 season.

     The Company's sales or costs were not impacted significantly by
the effects of general price level inflation during fiscal 1998.

     The inability of computers, software and other equipment utilizing 
microporcessors to recognize and properly process date fields containing 
a two-digit year is commonly referred to as the Year 2000 Compliance issue.
As the year 2000 approaches, such systems may be unable to accurately 
process certain date-based information.


                                 -16-


     During  the past four fiscal years, the Company has been making
capital  expenditures to improve and update its computer systems  to
enhance  the  efficiency  of its production, processing,  marketing,
sales  and  management systems.  As a result,  it  has  concurrently
addressed the "Year 2000" issue.  Management believes that  the  new
systems  will be completed in mid fiscal 1999 and that the Company's
systems  will then be in compliance with "Year 2000" issues.   While
the  Company is communicating with certain key suppliers,  customers
and other constituents to determine their Year 2000 readiness, there
can  be  no  assurance  that the failure of such  third  parties  to
adequately address their respective Year 2000 issues will not have a
material   adverse  effect  on  the  Company's  business,  financial
condition and results of operations.

     The total cost to the Company of these Year 2000 Compliance
activities has not been and is not anticipated to be material to its
financial position or results of operations in any given year.  These
costs and the date on which the Company plans to complete the Year 2000
modification and testing processes are based on management's best
estimates, which were derived utilizing numerous assumptions of future
events, including the continued availability of certain resources, 
third-party modification plans and other factors.  However, there can
be no guarantee that these estimates will be achieved, and actual 
results could differ from those plans.


                                -17-


FISCAL 1997 VERSUS FISCAL 1996

     The  discussion  that  follows is  based  on  the  Consolidated
Statements  of Operations and compares the results of the  Company's
continuing operations for the year ended September 30, 1997  to  the
Company's  continuing operations for the year  ended  September  30,
1996.
<TABLE>
<CAPTION>
      The  following table reflects changes in sales, cost of  sales
and gross profit by division and other changes in the Statements  of
Operations through net income.

  Year Ended September 30, 1997 vs. Year Ended September 30, 1996
                       Increases/(Decreases)
                           (in thousands)
                                               Cost of
                                                Goods    Net Changes
                                     Sales       Sold     to Income
<S>                                 <C>        <C>        <C>
Beverage Division . . . . . . .  .  $(9,555)     $2,551   $(12,106)
Grove Management Division . . .  .     (238)         (6)      (232)
                                    ========     =======  =========
Gross Profit  . . . . . . . . .  .  $(9,793)     $2,545   $(12,338)
                                    ========     =======
Other costs and expense, net:                             
      Selling, general and administrative . . . . . . . .     (117)
      Gain on disposition of property and equipment . . .      416
      Other . . . . . . . . . . . . . . . . . . . . . . .       49
Interest  . . . . . . . . . . . . . . . . . . . . . . . .     (664)
                                                           ========
Income before income tax  . . . . . . . . . . . . . . . .  (12,654)
Income tax expense  . . . . . . . . . . . . . . . . . . .    3,642
                                                           ========
Net income  . . . . . . . . . . . . . . . . . . . . . . .  $(9,012)
                                                           ========
</TABLE>

                                SALES

     Total   net   sales  from  operations  decreased  approximately
$9,793,000  or  8.2%  for the fiscal year ended September  30,  1997
compared  to the prior year ended September 30, 1996.  The principal
decrease  of  approximately  $9,555,000  occurred  in  the  Beverage
Division.    The   Grove   Management   Division   sales   decreased
approximately $238,000 compared to the prior year.

BEVERAGE   DIVISION     The   Beverage  Division   sales   decreased
approximately $9,555,000 during fiscal 1997 compared  to  the  prior
year.   A  principal component of this reduction was a  decrease  of
approximately  $14,783,000 in revenues as a result of  lower  prices
for  bulk  citrus  juice products sold compared to the  prior  year.
Partially  offsetting  this  price  decrease  was  an  increase   of
approximately  $4,088,000  from  the  Company's  bulk  citrus  juice
products due to higher volumes of these products sold.  The increase
in  volumes was due primarily to an expanding sales program for bulk
citrus  juice  products.   In October 1996,  the  USDA  announced  a
Florida  crop estimate of approximately 220,000,000 boxes  of  round
oranges  for  the  1996-97 season.  This represented  a  significant
increase from the 1995-96 actual of approximately 203,300,000  boxes
of round oranges.  The anticipation of this significant increase had
a  deflating effect on prices throughout fiscal 1997 compared to the
prior  year.   The  actual  final crop for the  1996-97  season  was
approximately 226,200,000 boxes of round oranges.  As we entered the
1997-98  season,  the USDA has estimated a Florida  orange  crop  of
approximately 254,000,000 boxes of round oranges.  The  actual  crop
for  the 1997-98 season is estimated to have been 244,000,000  boxes
of round oranges.


                                -18-


      Sales  of  the  Company's  packaged  citrus  juices  increased
approximately  $576,000 during fiscal 1997  compared  to  the  prior
year.    Of   this  increase,  a  sales  increase  of  approximately
$2,315,000  was due to increased volumes compared to the prior  year
principally  as  a  result  of  the  purchase  of  the  Birds   Eyer
foodservice juice business in July 1996.  Partially offsetting  this
increase  was a decrease of approximately $1,739,000 as a result  of
lower  prices  for packaged citrus juice products  compared  to  the
prior year.

      The  Company's non-orange packaged juices and drink base sales
increased  approximately $2,219,000 during fiscal 1997  compared  to
the  prior  year.   The  principal component  of  this  increase  of
approximately  $1,786,000 resulted from increased prices  for  these
products.    Additionally,  volume  increases  for  these   products
accounted for an increase of approximately $433,000 compared to  the
prior year.

      Storage,  handling,  processing  citrus  for  customers  under
contract,  and  other  revenues decreased  approximately  $1,078,000
during  fiscal  1997  compared to the prior year  principally  as  a
result  of  a  decrease  in  the  volume  of  these  services  being
performed.

      Additionally,  revenues from the sale of  citrus  by-products,
including feed, pulp cells, and citrus oils, decreased approximately
$577,000  during fiscal 1997 compared to the prior year  principally
as  a  result of decreased prices for these products in the  current
year.

GROVE  MANAGEMENT  DIVISION     Grove Management  Division  revenues
decreased approximately $238,000 during fiscal 1997 compared to  the
prior   year.   The  principal  decrease  during  fiscal   1997   of
approximately $390,000 was due to a reduction in the volume of fruit
sold  to  third party packers and processors.  Revenues  from  grove
caretaking  also  decreased  during  fiscal  1997  by  approximately
$15,000.   Partially offsetting these decreases  were  increases  in
harvesting revenues of approximately $167,000 due to a higher volume
of boxes harvested.


                            GROSS PROFIT

       Gross   profit   for  fiscal  1997  decreased   approximately
$12,338,000  or  56.7%  compared to the prior  year.   The  Beverage
Division  accounted for the principal decrease with  a  decrease  in
gross profit of approximately $12,106,000 while the Grove Management
Division gross profit decreased approximately $232,000.

BEVERAGE  DIVISION   The decrease in gross profit  of  approximately
$12,106,000   in  the  Beverage  Division  resulted  from   numerous
increases and decreases.  However, the principal decrease  in  gross
profit  of approximately $14,783,000 resulted from decreased  prices
for  the  Company's  bulk citrus juice products during  fiscal  1997
compared  to the prior year.  This decrease was partially offset  by
an  increase  in  gross  profit  of approximately  $2,043,000  as  a
combined result of higher volumes of citrus juice products sold  and
lower  costs  of  raw fruit and purchased concentrate  used  in  the
production  of  these products during fiscal 1997  compared  to  the
prior year.

      The  Company  has in the past utilized and may in  the  future
utilize   the   FCOJ  futures  market  to  hedge  fruit   inventory,
anticipated requirements and sales commitments of FCOJ.  The effects
of  this hedging activity, if any, are reflected in sales or in  the
cost  of inventories and flow through in the Consolidated Statements
of  Operations as the associated products are sold.  As of September
30, 1997 the Company held contracts for FCOJ futures with unrealized
gains  of  approximately $267,000 which would have been realized  if
said  positions had been prematurely liquidated on that date.  These
unrealized  gains  are based upon the closing market  price  of  the
equivalent  futures  obligations and do  not  necessarily  represent
prices at which the Company expects to sell the FCOJ.


                                -19-


      Gross  profit  from the sale of the Company's packaged  citrus
juice  products increased approximately $470,000 during fiscal  1997
compared to the prior year.  The principal increase of approximately
$1,415,000  resulted from an increase in volumes of packaged  citrus
juice   products   sold.   Additionally,  gross   profit   increased
approximately  $794,000  as a result of lower  costs  of  production
resulting  principally from lower costs of raw fruit  and  purchased
solids  utilized in the production of these products  during  fiscal
1997.   Partially offsetting these increases was a decrease in gross
profit  of approximately $1,739,000 as a result of lower prices  for
these products being sold compared to the prior year.

     Gross profit from the sale of the Company's non-orange packaged
juices  and  drink  base  products increased approximately  $616,000
during  fiscal  1997  compared to the  prior  year.   The  principal
increase  of  approximately $1,786,000 was the result  of  increased
prices  compared to the prior year primarily due to  the  change  in
product   mix  resulting  from  the  purchase  of  the  Birds   Eyer
foodservice juice business in July 1996.  Additionally there was  an
increase  in  volumes  of these products of approximately  $293,000.
These  increases were partially offset by a decrease in gross profit
of approximately $1,463,000 as a result of higher cost of production
for these products.

      The  sale of the Company's by-products decreased gross  profit
approximately $1,119,000 during fiscal 1997 compared  to  the  prior
year.    The  principal  decrease  of  approximately  $577,000   was
primarily  the  result  of decreased prices.  Additionally  cost  of
sales increased approximately $542,000 compared to the prior year.

      Gross  profit  from  storage, handling  and  other  activities
increased  by approximately $667,000 during fiscal 1997 compared  to
the  same  period  in  the  prior year.   The  primary  increase  of
approximately  $917,000  resulted from  a  reduction  in   operating
costs.    Additionally,  gross  profit  increased  by  approximately
$389,000  as  a  result  of an increase in service  fees  collected.
Partially offsetting this increase was a decrease in gross profit of
approximately $639,000 resulting from a reduction in the  volume  of
citrus  processed for customers under contract and  related  storage
and handling activities.

GROVE MANAGEMENT DIVISION     Grove Management Division gross profit
decreased  by approximately $232,000 during fiscal 1997 compared  to
the prior year.  Gross profit decreased approximately $236,000 as  a
result  of  a  decrease in the volume of fruit sold to  third  party
packers  and processors.  Additionally, gross profit from caretaking
activities decreased by approximately $77,000.  Partially offsetting
these  decreases  was  an increase in gross profit  from  harvesting
activities of approximately $81,000 due to a higher volume of  boxes
harvested.


            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

       Selling,   general  and  administrative  expenses  increased
approximately $117,000 or 2.3% for fiscal 1997 compared to the prior
year.   Of  this  increase approximately $26,000 resulted  from  an
increase  in  salary and benefit costs compared to the  prior year.
In addition, there was an increase in other costs of approximately 
$91,000 during fiscal 1997 compared to the prior year.

        GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT

     The gain on the disposition of property and equipment increased
approximately $416,000 for fiscal 1997 compared to the  prior  year.
The  principal  reason for this increase was a gain of approximately
$438,000  on  the disposition of certain commercial  properties  for
which there was no comparable activity for fiscal 1996.


                                -20-



                                OTHER

      Other  income increased approximately $49,000 in  fiscal  1997
compared   to   the  prior  year  primarily  as  a   result   of   a
reclassification  of  expenses  and  an  increase  in  miscellaneous
income.

                          INTEREST EXPENSE

      Interest expense increased by approximately $664,000 or  32.2%
in fiscal  1997 compared to the prior year.  The primary increase of
approximately  $596,000  was  due to  an  increase  in  the  average
outstanding   debt.   Additionally,  an  increase  of  approximately
$144,000  was  due  to  an  increase in interest  rates.   Partially
offsetting these increases were an increase in capitalized  interest
of  approximately  $57,000 and a decrease in other related  interest
charges of approximately $19,000.

                      OTHER SIGNIFICANT EVENTS

      As previously mentioned, the USDA anticipated a Florida orange
crop of approximately 254,000,000  boxes  of  round oranges  for the 
1997-98 season.  The actual crop for the 1997-98 season is estimated 
to have been 244,000,000 boxes of round oranges.

     The Company's sales or costs were not impacted significantly by
the effects of general price level inflation during fiscal 1997.


                                -21-



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

      The  Company's ability to generate cash adequate to  meet  its
operating  needs, including the refinancing of its  inventories  and
trade  receivables, has been supported primarily by cash  flow  from
operations  and  periodic borrowings under its  $45  million  credit
facility.   This  facility is secured principally  by  most  of  the
Company's current assets.  The outstanding balance at September  30,
1998  was approximately $24,008,000 and approximately $8,735,000  of
additional  borrowings  were available  under  this  facility.   The
interest  rate  is  variable based upon the financial  institution's
cost  of funds plus a margin.  The terms of this agreement call  for
repayment of the principal amount in April 2000; accordingly, it  is
classified as long-term.  Management anticipates that this  facility
will  continue to be renewed as long-term each year.  As of November
30,  1998,  the  Company's  outstanding  balance  was  approximately
$23,849,000,  and approximately $8,164,000 of additional  borrowings
were  available  under this facility.  The Company anticipates  that
the  working capital facility will be adequately serviced with  cash
proceeds from operations.

      Additionally, as of September 30, 1998 the Company had another
$10 million short-term credit facility, which expires in April 1999.  
As of September 30,  1998, there was  no outstanding balance on this 
facility.  The interest rate  on this  facility  is  variable  based  
upon the financial institution's cost of funds plus a margin.  As of 
November 30, 1998, there was no outstanding balance on this facility.

       Current  assets  increased  approximately  $3,285,000  as  of
September  30,  1998 compared to September 30, 1997.  The  principal
component  of  this  was an increase in inventory  of  approximately
$3,393,000 in the current year due principally to an increase in
finished goods and fruit-on-tree inventory.  There was a decrease in 
cash  and short-term  cash investments of approximately $168,000 and  
advances on  fruit purchases increased approximately $428,000.  The 
Company's accounts receivable increased approximately $180,000 compared 
to the prior   fiscal  year.  Additionally,  there  was  an   increase
of approximately $78,000 in current deferred income taxes  compared  to
the prior year.

      Current  liabilities increased approximately  $597,000  during
fiscal  1998 compared to the fiscal year ended September  30,  1997.
The  principal component of this increase was a $4,120,000  increase
in  accounts  payable  and  accrued  liabilities.   Offsetting  this
increase,  there  was  a  decrease of  approximately  $3,523,000  in
current installments on long-term debt primarily as a result of  the
refinancing of a $3,990,000 balance on a current mortgage note.

      At September 30, 1998 the Company's outstanding long-term debt
was approximately $54,901,000 including the working capital facility
of  approximately $24,008,000.  In addition, current installments of
long-term  debt  were approximately $3,753,000  with  the  remaining
amounts  due  on various dates over the subsequent ten  years.   The
Company  anticipates that amounts due over the  next  twelve  months
will be paid out of working capital.  As of September 30, 1998 the 
Company was out of compliance with loan convenants related to debt
service coverage ratios.  Waivers were obtained from these financial
institutions.

                                -22-
                                
     
     The  Company  completed  the  installation  of  new  irrigation
systems  for 998  acres of Company-owned Joshua, Polk  County,  and
Bermont  groves  during  fiscal 1998  at  a  cost  of  approximately
$956,000.  New irrigation systems for an additional 2,205 acres  and
other   projects   are  currently  under  construction   for   which
approximately  $583,000 has been expended  to  date.   In  addition,
citrus  groves costing approximately $220,000 were purchased  during
fiscal 1998, and  costs of caring  for  newly  planted  trees in the 
amount of approximately $2,292,000 were   capitalized.    Additional
expenditures of approximately $4,043,000 were made during the current 
year primarily for the purpose of improving the efficiency and capacity
of  the Bartow  processing facility and approximately $3,044,000 to  
support the  Company's  juice  and coffee dispenser programs.  Also  
during fiscal 1998 expenditures of approximately $142,000 were made  
for grove  operations equipment other than for irrigation.  The  
Company has  financed these improvements from working capital or by 
securing additional funds under existing mortgages.


                                -23-

     

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX

                                                                     Pages
                                                              
(1) Financial Statements.                                     
                                                              
    The Company's Financial Statements included in Item 8 hereof, 
    as  required at September  30,  1998,  1997  and  1996.
                                                              
    Report of Independent Certified Public Accountants                 25
                                                              
    Consolidated Balance Sheets                                        26
                                                              
    Consolidated Statements of Operations                              27
                                                              
    Consolidated Statements of Cash Flows                              28
                                                              
    Consolidated Statements of Stockholders' Equity                    29
                                                              
    Notes to Consolidated Financial Statements                      30-41
                                                              
(2) Financial   Statement   Schedule.   Financial   Statement 
    Schedule  of the Company appended hereto, as required  at
    September 30, 1998, 1997 and 1996.
                                                              
    Schedule VIII-Allowance for Doubtful Accounts                      41

(3) All   other   schedules  to  the  Consolidated  Financial 
    Statements specified by Article 12 of Regulation S-X  are
    not   required  under  the  related  instruction  or  are
    inapplicable and therefore have been omitted.
                                                

                                -24-

              
                    INDEPENDENT AUDITORS' REPORT
                                  

The Board of Directors and Stockholders
Orange-co, Inc. and Subsidiaries:

We  have  audited  the accompanying consolidated balance  sheets  of
Orange-co, Inc. and subsidiaries as of September 30, 1998, and 1997,
and the related consolidated statements of operations, stockholders'
equity,  and  cash  flows for each of the years  in  the  three-year
period  ended September 30, 1998.  In connection with our  audit  of
the  consolidated  financial statements, we have  also  audited  the
financial statement schedule as listed in Item 8 (2) herein.   These
consolidated financial statements and financial statement  schedule
are   the   responsibility   of  the  Company's   management.    Our
responsibility  is  to  express  an opinion  on  these  consolidated
financial statements and financial statement schedule 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 consolidated financial statements referred  to
above  present  fairly,  in  all material  respects,  the  financial
position  of  Orange-co, Inc. and subsidiaries as of  September  30,
1998  and 1997, and results of their operations and their cash flows
for  each of the years in the three-year period ended September  30,
1998,  in  conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when
considered   in   relation  to  the  basic  consolidated   financial
statements  taken  as  a  whole, presents fairly,  in  all  material
respects, the information set forth therein.


/s/KPMG Peat Marwick LLP
------------------------
   KPMG Peat Marwick LLP

Orlando, Florida
December 4, 1998

                                -25-


<TABLE>
<CAPTION>
                  ORANGE-CO, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
              SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
                           (in thousands)
                                  
                                  
                                               September 30,   September 30,
                                                   1998            1997
     ASSETS                                             
<S>                                            <C>             <C>
Current assets:                                         
 Cash and cash equivalents                     $      841      $    1,009
 Receivables                                        8,621           8,441
 Advances on fruit purchases                          879             451
 Inventories                                       50,482          47,089
 Deferred income taxes                              2,476           2,398
 Prepaid and other                                     57             683
                                               -----------     -----------
     Total Current Assets                          63,356          60,071
                                               -----------     -----------
Property and equipment, net                       126,992         123,271
                                               -----------     -----------
Other assets:                                           
 Excess of cost over net assets of acquired             
  companies (net)                                  10,647          11,024
 Notes receivable                                   1,196           1,458
 Other                                              6,171           5,305
                                               -----------     -----------
     Total Other Assets                        $   18,014      $   17,787
                                               -----------     -----------
     Total Assets                              $  208,362      $  201,129
                                               ===========     ===========
                                                        

     LIABILITIES AND STOCKHOLDERS' EQUITY               
                                                        
Current liabilities:                                    
 Current installments on long-term debt        $    3,753      $    7,276
 Accounts payable                                   5,697           4,113
 Accrued liabilities                               11,690           9,154
                                               -----------     -----------
     Total current liabilities                     21,140          20,543
Deferred income taxes                              23,129          23,676
Other liabilities                                   1,502           1,046
Long-term debt                                     54,901          46,764
                                               -----------     -----------
     Total liabilities                            100,672          92,029
                                               -----------     -----------
Stockholders' equity:                                   
 Preferred stock, $.10 par value, 10,000,000            
  shares authorized, none issued                      -               -
 Common stock, $.50 par value, 30,000,000 shares             
  authorized, 10,349,399 shares issued              5,175           5,175 
 Capital in excess of par value                    71,417          71,417
 Retained earnings                                 31,472          32,887
                                               -----------     -----------   
                                                  108,064         109,479
 Less:                                                  
  Treasury stock, at cost: 39,424 shares at             
   September 30, 1998 and 39,924 shares                 
   at September 30, 1997                             (374)           (379)
                                               -----------     -----------
     Total stockholders' equity                   107,690         109,100
                                               -----------     -----------
     Total liabilities and stockholders' 
     equity                                    $  208,362      $  201,129
                                               ===========     ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                -26-

<TABLE>
<CAPTION>
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
                (in thousands except per share data)
                                                       
                                                 1998        1997       1996
<S>                                            <C>        <C>         <C>
Sales                                          $118,880    $109,337   $119,130
Cost of sales                                   111,602      99,919     97,374
                                               ---------   ---------  ---------
     Gross profit                                 7,278       9,418     21,756
Other income and (expenses), net:                           
 Selling, general and administrative             (5,806)     (5,310)    (5,193)
 Gain on disposition of property and equipment      122         438         22
 Other                                             (358)         14        (35)
Interest                                         (3,274)     (2,727)    (2,063)
                                               ---------   ---------  ---------
(Loss)income before income tax                   (2,038)      1,833     14,487
Income tax (benefit)expense                        (625)        754      4,396
                                               ---------   ---------  ---------
Net (loss)income                                 (1,413)      1,079     10,091
                                               =========   =========  =========
   
Net (loss)income per common shares,                         
 basic and diluted                             $   (.14)   $    .10   $    .98
                                               =========   =========  =========
Average number of common shares                    
outstanding, basic and diluted                   10,310      10,307     10,301
                                               =========   =========  =========
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                 -27-

<TABLE>
<CAPTION>
                                  
                  ORANGE-CO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
                           (in thousands)
                                                 1998        1997        1996
<S>                                           <C>          <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                          
Net (loss)income                              $ (1,413)    $ 1,079     $10,091
                                              ---------    --------    --------
Adjustments to reconcile net (loss)income                     
 to net cash provided by (used for)
 operating activities:
Depreciation and amortization                    7,583       6,275       4,972
(Decrease)increase deferred income taxes          (625)        197        (504)
(Gain) on disposition of property and                     
 equipment                                        (122)       (438)        (22)
Changes in assets & liabilities:                               
 (Increase)decrease in receivables                (180)      6,464      (5,288)
 (Increase)decrease in advances on fruit        
  purchases                                       (428)        266          70
(Increase) in inventories                       (3,393)     (4,941)     (6,081)
Decrease(increase) in prepaids and other           626        (665)         15
(Increase)decrease in accounts payable                        
 and accrued liabilities                         4,120      (4,223)      1,778
 Other, net                                        137         191        (537)
                                              ---------   ---------   ---------
Total adjustments                                7,718       3,126      (5,597)
                                              ---------   ---------   ---------
Net cash provided by operating activities        6,305       4,205       4,494
                                              ---------   ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:                          
                                                               
Proceeds from sale of property & equipment         769       1,807       1,687
Decrease(increase) in note & mortgage 
 receivables                                       262       1,100      (1,757)
Additions to property & equipment              (11,280)     (9,654)    (18,498)
(Increase) in other assets                        (841)       (689)     (1,223)
                                              ---------   ---------   ---------
Net cash (used for) investing activities       (11,090)     (7,436)    (19,791)
                                              ---------   ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:                          
                                                               
Cash dividends paid                                -        (1,031)     (1,030)
Proceeds from long-term debt                     4,614       3,722      16,972
Proceeds from issuance of treasury stock             3          41          18
                                              ---------   ---------   ---------
Net cash provided by financing activities        4,617       2,732      15,960
                                              ---------   ---------   ---------
NET (DECREASE)/INCREASE IN CASH AND CASH                       
EQUIVALENTS                                       (168)       (499)        663
                                                               
CASH AND CASH EQUIVALENTS AT BEGINNING OF 
PERIOD                                           1,009       1,508         845
                                              ---------   ---------   ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD    $    841    $  1,009    $  1,508
                                              =========   =========   =========
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                -28-

<TABLE>
<CAPTION>

    ORANGE-CO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
                                     EQUITY
              FOR THE YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
                                 (in thousands)
                                                                       Total
                                 Capital in                            Stock-
                 Common  Stock   Excess of  Retained  Treasury Stock  holders'
                 Shares  Amount  Par Value  Earnings  Shares   Amount  Equity
<S>              <C>     <C>      <C>      <C>         <C>    <C>     <C>
Balance at 
Sept. 30, 1995   10,349  $5,175  $71,417    $23,823     51    $(483)  $ 99,932
                                                                              
Issuance of 
treasury stock     -       -         -          (15)    (4)      33         18

Dividend paid      -       -         -       (1,030)     -        -     (1,030)
                                                                              
Net Income         -       -         -       10,091      -        -     10,091
                 ------  ------   -------   --------  ------   ------  --------

Balance at 
Sept. 30, 1996   10,349  $5,175   $71,417   $32,869     47    $(450)  $109,011
                                                                              
Issuance of 
treasury stock     -       -         -          (30)    (7)      71         41
                                                                              
Dividend paid      -       -         -       (1,031)     -        -     (1,031)
                                                                              
Net Income         -       -         -        1,079      -        -      1,079
                 ------  ------   -------   --------   ------  ------  --------
                                                                              
Balance at 
Sept. 30, 1997   10,349  $5,175   $71,417   $32,887      40    $(379) $109,100
                                                                               
Issuance of 
treasury stock     -       -         -           (2)     (1)       5         3
                                                                              
Net Loss           -       -         -       (1,413)      -        -    (1,413)
                 ------  ------   -------   --------   ------   ------  -------
Balance at 
Sept. 30, 1998   10,349  $5,175   $71,417   $31,472      39    $(374) $107,690
                 ======  ======   =======   ========   ======  ====== =========
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                     -29-



                  ORANGE-CO, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Summary of Significant Accounting Policies

      Description of Operations  -  Orange-co, Inc. and Subsidiaries
(the  "Company"), a 52.4% beneficially owned subsidiary of Ben  Hill
Griffin,  Inc. and an affiliate, is principally engaged  in  growing
and  processing citrus products as well as packaging  and  marketing
these products and other beverages.

      During the year ended September 30, 1998, the Company had  two
customers  who  individually accounted for approximately  20.6%  and
15.1%  of  sales.   During the year ended September  30,  1997,  the
Company   had   two   customers  who  individually   accounted   for
approximately  22.3%  and 14.1% of sales.   During  the  year  ended
September  30, 1996, the Company had two customers who  individually
accounted for approximately 20.5% and 17.6% of sales.

     Market prices for processed juices are subject to wide fluctuations.
The variation in the size of the citrus crop, both domestic and foreign,
can result in large changes in the price of the Company's bulk citrus
products as well as the cost of production.

      Principles  of  Consolidation  -  The  consolidated  financial
statements  of  the Company include the accounts of Orange-co,  Inc.
and  its subsidiaries after elimination of all material intercompany
accounts and transactions.

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

     Inventories - Inventories produced from purchased  fruit,
Company-owned  groves and purchased finished product are  valued  at
the  lower of cost or market, determined using the first-in,  first-
out  (FIFO)  method.   Inventories of  materials  and  supplies  are
recorded  at  the lower of FIFO cost or market.  Cost  includes  all
direct  and  indirect manufacturing costs attributable to production
including fruit cost, labor and overhead.

     Unharvested  fruit  crop is stated at  the  lower  of  cost  or
market.   The  cost  for  unharvested fruit crop  is  based  on  the
accumulated production costs during the year ended September 30, 1998.

     The   Company  engages  in  frozen  concentrated  orange  juice
("FCOJ") futures hedging activities with the Citrus  Associates  of
the  New  York Cotton Exchange for the purpose of  hedging  against
price  fluctuations of FCOJ, and not for trading or speculative
purposes.  These activities include selling price and purchase price
hedges for FCOJ deliveries and anticipated purchases of FCOJ.  Gains  
or losses realized from hedged transactions of FCOJ deliveries and
of anticipated purchases of FCOJ are recognized as an addition or
reduction to the selling price or cost of purchased products and flow
through the Consolidated Statement of Operations as the associated
products are sold.  The  Company  is currently hedging commitments to 
purchase FCOJ and raw fruit inventory for the 1998-99  season using
contracts expiring during November 1998 through March 1999.  Unrealized
gains and losses are considered in determining lower of cost or market 
calculations for related FCOJ included in ending inventory.


                                -30-


      Property and Equipment  -  Property and equipment are recorded
at cost less accumulated depreciation.  Depreciation is recognized 
principally using the straight-line method in amounts adequate to 
depreciate cost over the estimated useful lives of the applicable 
assets.

     Costs pertaining to planting and caretaking of citrus trees are
initially  capitalized and then, after the trees reach  commercially
viable, fruit-producing status, depreciated over the estimated  life
of the trees.

      Maintenance, repairs and minor renewals are charged to expense
as incurred while major renewals and improvements that extend useful
lives   are  capitalized.   The  cost  and  related  allowance   for
depreciation or amortization of assets sold or otherwise disposed of
are  removed from the related accounts, and the resulting  gains  or
losses are reflected in the results of operations.

      Interest is capitalized in connection with the construction of
major  facilities and young trees planted prior to their  productive
stage.   The  interest is amortized over the related asset's  useful
life through depreciation.

      The Company reviews its long-lived assets and certain identifiable
intangibles to be held and used for impairments whenever changes in 
circumstances indicate that the carrying amount of the asset may
not be recoverable.  The Company has reviewed its long-lived assets
for impairment and has determined that no adjustment to the carrying
value is required.

      Excess of Cost Over Net Assets of Acquired Companies   -   The
excess  of the aggregate purchase price over the fair value  of  net
assets acquired is recorded at cost less accumulated amortization of
approximately $4,427,000 as of September 30, 1998 and $4,051,000  as
of  September 30, 1997.  Amortization is recognized over  a  40-year
period using the straight-line method.

     Cash and Cash Equivalents  -  Cash and cash equivalents consist
principally  of cash, time deposits and interest bearing investments
with  maturities  of  three months or less.   For  purposes  of  the
Consolidated Statements of Cash Flows, all highly liquid investments
are considered to be cash equivalents.

      Earnings  Per  Share  -  Net income per share is  computed  by
dividing  net  income by the weighted average number of  common  and
common  stock equivalents issued and outstanding during the  period.
Effective  for  interim and annual financial statements  for  fiscal
year  ending after December 15, 1997, the FASB has issued  SFAS  128
"Earnings  per  Share"  which  changes  the  requirements  for   the
calculation  and disclosure of earnings per share in  the  financial
statements.  The Company adopted SFAS 128 for its interim and annual
reporting  periods beginning in its 1998 fiscal year.  Its  adoption
had no material effect on the financial statements.


     Reclassifications    -   Certain  accounts  may   have   been
reclassified in the 1997 and 1996 financial statements to conform to
the 1998 financial statement presentation.

     Income Taxes  - The Company uses the asset and liability method
of  accounting  for  income taxes.  Under the  asset  and  liability
method,  deferred tax assets and liabilities are recognized for  the
future  tax  consequences  attributable to differences  between  the
financial   statement  carrying  amounts  of  existing  assets   and
liabilities and their respective tax bases.  Deferred tax assets and
liabilities are measured using enacted tax rates expected  to  apply
to  taxable income in the years in which those temporary differences
are  expected to be recovered or settled. The effect on deferred tax
assets  and  liabilities of a change in tax rates is  recognized  in
income in the period that includes the enactment date.


                                -31-


      Application  of  Accounting  Standards  -  In  June  1998  the
Financial  Accounting Standards Board issued Statement of  Financial
Accounting  Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments  and  Hedging Activities".  SFAS 133  requires  that  an
entity recognize all derivatives as either assets or liabilities  in
the statement of financial position and measure those instruments at
fair value.  Under the comprehensive income reporting method adopted
under  SFAS  130 "Reporting Comprehensive Income", gains  or  losses
resulting from changes in the values of those derivatives  would  be
accounted for depending on the use of the derivative and whether  it
qualifies  for  hedge  accounting.   The  key  criterion  for  hedge
accounting is that the hedging relationship must be highly effective
in  achieving offsetting changes in fair value or cash flows.   SFAS
133 is effective for interim and annual periods beginning after June
15,  1999.   The Company is currently evaluating, and  has  not  yet
determined,  the effect that the adoption of SFAS 133 will  have  on
its financial statements.

      The  Financial Accounting Standards Board recently issued SFAS
131,  "Disclosures  about  Segments of  an  Enterprise  and  Related
Information",  which  is  effective for the  Company's  fiscal  year
beginning  October 1, 1998.   Under  SFAS  131  the  basis   for
determining  an  enterprise's operating segments is  the  manner  in
which  management  operates the businesses.  The  Company  does  not
expect  that  the adoption of this pronouncement will  significantly
effect its financial disclosure obligations.

      The  Financial Accounting Standards Board has issued SFAS 132,
"Employer's  Disclosures  about Pensions  and  other  Postretirement
Benefits",  which  is  effective  for  the  Company's  fiscal   year
beginning October 1, 1998.  SFAS l32 requires certain  additional
disclosures   and  standardizes  the  disclosure  requirements   for
pensions  and other postretirement benefits.  The Company  does  not
expect  that  the adoption of this pronouncement will  significantly
impact its financial disclosure obligations.

                                 -32-


2.   Financial Instruments Fair Value, Credit Risks, and Off-Balance
     Sheet   Risk   -   The  carrying  amounts  reported  in   the
Consolidated Balance Sheets for cash and cash equivalents,  accounts
receivable,  accounts payable and short-term debt  approximate  fair
value due to the short-term maturity of these financial instruments.
The  fair  value of notes receivable is not considered practical  to
estimate  due to the nature of the accounts, the lack  of  a  market
available  to  approximate their fair value and their immateriality.
The  carrying value of the variable rate long-term debt approximates
fair  value due to frequent repricing.  The fair value of the  fixed
rate  long-term debt is estimated using discounted cash flows  based
upon  the  incremental borrowing rates currently  available  to  the
Company  for  mortgage  loans  with  similar  remaining  terms   and
maturity.   The  carrying value for these financial instruments  and
their corresponding fair value are listed below as of September  30,
1998 and 1997.

<TABLE>
<CAPTION>
Financial Instruments at         Carrying Amount       Fair Value
   September 30, 1998                       (in thousands)
<S>                                 <C>               <C>
Cash and cash equivalents           $   841           $   841
Accounts and notes receivable         9,817             9,817
Accounts payable                      5,697             5,697
Variable rate long-term debt         31,683            31,683
Fixed rate long-term debt with   
 financial institutions              26,971            27,088
</TABLE>

<TABLE>
<CAPTION>

Financial Instruments at          Carrying Amount     Fair Value
   September 30, 1997                       (in thousands)
<S>                                  <C>              <C>
Cash and cash equivalents            $ 1,009          $ 1,009
Accounts and notes receivabl           9,899            9,899
Accounts payable                       4,113            4,113
Variable rate long-term debt          32,755           32,755
Fixed rate long-term debt with                   
 Financial institutions               20,893           20,169
Other long-term debt                     392              392
</TABLE>

      As  of  September  30, 1998, the Company was  subjected  to  a
concentration  of  credit  risk as a result  of  two  customers  who
individually  accounted for approximately 12.9% and 12.2%  of  trade
receivables.   No collateral is required on these trade  receivables
due to collection experience and trade practices.  Additionally, the
Company's  accounts  receivable are concentrated  generally  in  the
beverage  and  foodservice  industries.   Management  believes   the
allowance for doubtful accounts is adequate under the circumstances.

      As of September 30, 1998 the Company held contracts for net FCOJ
futures positions totaling approximately $1,530,000 net and net FCOJ 
options with an intrinsic market value of approximately $42,000.  
Unrealized losses on the contracts for FCOJ futures was approximately 
$2,000.  Exposure to off-balance sheet risk related to these positions 
results from market fluctuations of FCOJ future prices relative to the 
Company's open positions.  Cash deposit requirements with brokers as of 
September 30, 1998 totaled approximately $128,000 and will vary with 
market price fluctuations.

                                -33-

3.   Receivables
<TABLE>
<CAPTION>
      The  major components of receivables as of September 30,  1998
and 1997 are summarized as follows (in thousands):
                                                        1998      1997
<S>                                                   <C>       <C>
Trade receivables                                     $ 8,654   $ 6,699
7%-12.9% mortgage and promissory notes receivable       1,917     2,237
Deposits with brokers, net                                224       312
Other                                                     358     1,689
Allowance for doubtful accounts                        (1,336)   (1,038)
                                                      --------  --------
Net receivables                                         9,817     9,899
Less non-current portion                                1,196     1,458
                                                      --------  --------
Current receivables                                   $ 8,621   $ 8,441
                                                      ========  ========

     As of September 30, 1998 and 1997, 14.9% and 8.5% respectively of the
Company's receivables were due from foreign customers.  The Company derived 
approximately 10.5%, 9.5% and 8.3% of its revenue from foreign sales during 
fiscal 1998, 1997, and 1996, respectively. 

4.   Inventories

</TABLE>
<TABLE>
<CAPTION>
      The major components of inventory as of September 30, 1998 and
1997, are summarized as follows (in thousands):

                               1998        1997
<S>                          <C>         <C>
Finished goods               $35,390     $32,095
Fruit-on-tree inventory       11,099      10,514
Other                          3,993       4,480
                             -------     -------
Total                        $50,482     $47,089
                             =======     =======
</TABLE>

5.   Property and Equipment
<TABLE>
<CAPTION>
      The major components of property and equipment as of September
30, 1998 and 1997 are summarized as follows (in thousands):

                                                            Estimated
                                        1998       1997    Useful Life
                                                              Years
<S>                                  <C>         <C>         <C>
Land and improvements                $  5,906    $  4,838      5 to 30
Citrus groves                          97,322      94,887        33
Buildings and improvements              7,283       8,089     10 to 33
Machinery and equipment                60,941      56,794      3 to 20
Construction in progress                5,840       3,391    
                                     --------    --------
                                     $177,292    $167,999 
Less accumulated depreciation          50,300      44,728 
                                     --------    --------
Total                                $126,992    $123,271 
                                     ========    ========
</TABLE>

                                -34-

<TABLE>
<CAPTION>
     The  Company  leases equipment under both short and  long  term
operating  leases.   Approximate future  minimum  obligations  under
these  leases with initial or remaining lease terms in excess  of  1
year for the years ended September 30, are as follows:

                        <S>          <C>
                        1999         $  549,000
                        2000         $  396,000
                        2001         $  305,000
                        2002         $  173,000
                        2003         $   25,000
</TABLE>

      Rent  expense  charged to operations amounted to approximately
$1,504,000 for the year ended September 30, 1998, $2,003,000 for the
year  ended  September 30, 1997, and $1,880,000 for the  year  ended
September 30, 1996.


6.   Accrued Liabilities
<TABLE>
<CAPTION>
     The major components of accrued liabilities as of September 30,
1998 and 1997 are summarized as follows (in thousands):

                                         1998         1997
 <S>                                   <C>          <C>
 Taxes                                 $ 1,754      $  944
 Amounts due inventory suppliers         5,972       4,932
 Accrued labor and benefit expenses      1,923       1,383
 Accrued sales rebates                   1,259       1,169
 Other                                     782         726
                                       -------      ------
 Total                                 $11,690      $9,154
                                       =======      ======
</TABLE>
     
     The Company has marketing contracts with fruit growers 
("participation contracts") whereby the Company purchases fruit for 
a price to be determined by the proceeds ultimately received by the 
Company for the products sold from that season's fruit.  Progress
payments are made when the fruit is received.  The estimated unpaid
portion at September 30, 1998 and 1997 was $5,972,000 and $4,932,000
respectively, "Amounts due inventory suppliers".

                                -35-


7.   Income Taxes
<TABLE>
<CAPTION>
     Total income tax (benefit)expense for the years ended September
30, 1998, 1997 and 1996 was as follows (in thousands):

                                   1998         1997         1996
<S>                              <C>          <C>           <C>
Income tax (benefit)expense      $ (625)      $  754        $4,396
</TABLE>

<TABLE>
<CAPTION>
       Income  tax  (benefit)expense  attributable  to  income  from
continuing  operations for the years ended September 30, 1998,  1997
and 1996 consisted of the following (in thousands):

                                   Current    Deferred    Total
<S>                                  <C>     <C>        <C>
Year ended September 30, 1998                      
 U.S. Federal                        $  -    $ (565)    $ (565)
 State and Local                        -       (60)       (60)
                                     ------- -------    -------
Total                                $  -    $ (625)    $ (625)
                                     ======= =======    =======
Year ended September 30, 1997
 U.S. Federal                        $  498  $  169     $  667
 State and Local                         59      28         87
                                     ------  -------    -------
Total                                $  557  $  197     $  754
                                     ======= =======    =======
Year ended September 30, 1996                      
 U.S. Federal                        $4,219  $ (454)    $3,765
 State and Local                        681     (50)       631
                                     ------- -------    ------- 
Total                                $4,900  $ (504)    $4,396
                                     ======= =======    =======
</TABLE>
<TABLE>
<CAPTION>
     Income   tax  (benefit)expense  attributable  to  income   from
continuing  operations was $(625,000), $754,000, and  $4,396,000,  for
the  years  ended September 30, 1998, 1997, and 1996,  respectively,
and  differs from the amounts computed by applying the U.S.  federal
income  tax  rate  of  34%  to pretax (loss)income  from  continuing
operations as a result of the following (in thousands):

                                                1998       1997       1996
<S>                                          <C>       <C>        <C>
Computed "expected" tax (benefit)expense     $  (693)  $  623     $4,926
Increase (reduction) in income taxes                       
 resulting from:
  Change in the valuation allowance for
  deferred tax assets allocated to              
  income tax (benefit)expense                     12      100     (1,284)
 Loss on foreign operations                       -         7         65
 Amortization of goodwill and other              186       93        128
 State and local income taxes, net                      
  of Federal income tax (benefit)expense         (44)      58        416
 Foreign sales corporation benefit               (45)     (97)      (106)
 Other, net                                      (41)     (30)       251
                                             --------  -------    -------
Total                                        $  (625)  $  754     $4,396
                                             ========  ========    =======
</TABLE>

                                 -36-

<TABLE>
<CAPTION>
      The  tax  effects of temporary differences that gave  rise  to
significant  portions of the deferred tax assets  and  deferred  tax
liabilities at September 30, 1998 and 1997 are presented  below  (in
thousands):
                                                   1998        1997
<S>                                            <C>         <C>
Deferred tax assets:                                   
 Allowance for doubtful accounts               $    503    $    390
 Capitalized inventory costs                        349         119
 Reserve on carrying value of property                 
  and equipment                                     310          69
 Accrued reserves and expenses                      988       1,479
 Net capital loss carryforwards                     589         589
 Net operating loss carryforwards                 1,126          -
 Investment tax credit carryforwards                394         507
 Alternative minimum tax credit carryforwards       974         974
                                               ---------   ---------
 Total gross deferred tax assets                  5,233       4,127
 Less valuation allowance                          (574)       (674)
                                               ---------   ---------
  Net deferred tax assets                      $  4,659    $  3,453
                                               ---------   ---------
Deferred tax liabilities:                              
 Plant and equipment, principally due to               
  allocation of purchase price of businesses              
  acquired and to differences in depreciation  
  and capitalized interest                      (25,250)    (24,670)
 Other                                              (62)        (61)
                                               ---------   ---------
  Total gross deferred tax liabilities          (25,312)    (24,731)
                                               ---------   ---------
Net deferred tax liability                     $(20,653)   $(21,278)
                                               =========   =========
</TABLE>


      The  net change in the total valuation allowance for the  year
ended  September 30, 1998 was a decrease of $100,000, which resulted
from  expiring investment tax credits.  The net changes in the total  
valuation allowance  for the years ended September 30, 1996 and 1997  
were a decrease of $1,284,000 and a decrease of $1,096,000, respectively.
The  decrease in 1997 was principally as a result of investment  tax
credits expiring unreserved.  The Company utilized all of the net 
operating loss carryforward as of September 30, 1997.  Additionally, a 
net capital loss with a tax benefit of $1,196,000 was utilized during 
fiscal 1997.

      For  the year ended September 30, 1998 the Company paid income
taxes  of  approximately $19,000.  Offsetting  these  payments,  the
Company   received  refunds  of  overpayments  in  prior  years   of
approximately  $654,000.  Income taxes paid amounted  to  approximately 
$1,108,000 and $4,256,000, for the years ended September 30, 1997 and 
1996 respectively.

      For  tax  reporting  purposes as of September  30,  1998,  the
Company  had  unused net capital loss carryforwards of approximately
$589,000  and  investment tax credit carryforwards of  approximately
$507,000  which expire in varying amounts through the year 2002.  In
addition,   the   Company  has  alternative   minimum   tax   credit
carryforwards  of  approximately $974,000  which  are  available  to
reduce  future  federal  regular  income  taxes,  if  any,  over  an
indefinite  period.  Management believes that the net  deferred  tax
assets of $4,659,000 are materially recoverable.


                                 -37-


8.   Notes Payable to Banks and Long-term Debt
<TABLE>
<CAPTION>
      Notes payable to banks and long-term debt as of September  30,
1998 and 1997 consisted of the following (in thousands):

                                               1998         1997
<S>                                          <C>          <C>
Mortgage notes payable bearing interest               
from 6.9% to 7.85% due in varying            
installments through 2003                    $33,838      $24,645
                                                        
Working capital line of credit bearing                
a variable rate of interest (6.375% at               
9/30/98) based upon the financial               
institution's cost of funds, due in 
April 2000                                    24,008       28,380
                                                        
Mortgage note payable bearing interest               
at 7% due semi-annually, principal due               
annually through January 2009                    579          623
                                                        
Grove purchase installment notes, bearing               
interest at 7% to 8% due in varying               
installments through August 2005                 229          392
                                             -------      -------
                                             $58,654      $54,040
                                                        
Less current installments on long-term               
debt and note payable to bank                  3,753        7,276
                                             -------      -------
Total                                        $54,901      $46,764
                                             =======      =======

      Certain mortgage agreements contain loan covenants.  As of September 
30, 1998 the Company was out of compliance with loan covenants related to 
debt service coverage ratios.  Waivers were obtained from these financial
institutions.
</TABLE>

<TABLE>

<CAPTION>

      Principal  payments for the years subsequent to  1999  are  as
follows (in thousands):
                          <S>             <C>
                          2000            $ 27,710
                          2001            $  6,057
                          2002            $  3,182
                          2003            $  7,830
                          Thereafter      $ 10,122
</TABLE>

      As of September 30, 1998 the Company had a $45 million working
capital  facility, which expires in April 2000, with an outstanding 
balance of $24,008,000 with additional available borrowings of 
approximately $8,735,000.  As of September 30, 1998, the Company also 
had additional available short-term borrowings of $10,000,000 under 
its revolving line of credit, which expires in April 1999.

      Interest  paid  net of amounts capitalized  was  approximately
$3,264,000, $2,737,000, and $1,949,000 for the years ended September
30,  1998,  1997, and 1996, respectively.  Interest capitalized  was
approximately $651,000, $799,000, and $742,000 for the  years  ended
September 30, 1998, 1997, and 1996, respectively.


                                -38-


9.   401(k) Plan

      The Company provides a retirement plan (the "Plan") which meets 
the qualifications under Section 401(k) of the Internal Revenue Code
(the "Code").  Employees who have completed the required service (as
defined)  are  eligible to make tax-deferred  contributions  and  to
participate  in  an  employer matching  contribution.   The  Company
contributed approximately $86,000, $66,000, and $61,000,  under  the
Plan  for  the  years  ended September 30,  1998,  1997,  and  1996,
respectively.  The Company also accrued approximately $90,000 during
fiscal  1998 for contributions to the Plan for the 1998  Plan  year.
In  December 1990, the assets of the Employees Stock Ownership Trust
("ESOT") were merged into the Plan.  At September 30, 1998 the  Plan
held  approximately  .45% of the outstanding  common  stock  of  the
Company.

10.  Profit Sharing Plan

      Effective  January 1, 1993, the Company established  a  Profit
Sharing  Retirement  Plan ("Profit Sharing Plan")  which  meets  the
qualifications  of Section 401(c) of the Code.  All employees  begin
participation on the later of January 1, 1993 or date of employment.
Vesting  is  governed  by  a seven year graduated  vesting  schedule
including  credit for continuous service with the Company  prior  to
the  effective  date.  The Company's discretionary  contribution  is
determined annually by the Board of Directors and is allocated among
eligible   participants'  accounts  in  the  proportion  that   each
participant's compensation bears to the total qualified compensation
of  all eligible employees during the year.  The Company contributed
approximately  $269,000  and $694,000 to  the  Profit  Sharing  Plan
during   fiscal  1998  and  1997,  respectively,  which  represented
discretionary  contributions for the 1997 and  1996  Profit  Sharing
Plan   years,  respectively.   In  addition,  the  Company   accrued
approximately $225,000 during fiscal 1998 to be contributed  to  the
Profit Sharing Plan for the 1998 Plan year.

11.  Other Retirement Benefits

      Certain  officers and employees have employment contracts  for
additional  retirement benefits, the cost of which is being  accrued
on  a  present value basis over the remaining term of the employment
agreements.   The  lives  of the officers and  employees  have  been
insured as a means of funding such benefits.  These contracts became
effective  for  fiscal  1994 and thereafter.  The  Company  incurred
expenses  related  to  these  benefits  of  approximately  $185,000,
$251,000,  and $66,000 for the years ended September 30, 1998,  1997
and  1996,  respectively. The accrued liability for these additional
retirement benefits at September 30, 1998 was approximately $870,000.
The Company has no additionally reportable post retirement or
employment benefits.

12.  Stock Options

      In  April  1987, the Company adopted an Employee Stock  Option
Plan  (the  1987  Plan)  under which a committee  of  the  Board  of
Directors  was  authorized to grant either incentive  stock  options
("ISOs") or non-qualified stock options.  The 1987 Plan provided for
the  granting of ISOs and non-qualified options for a period of  ten
years  to  purchase up to an aggregate of 750,000 shares  of  common
stock.   The option price of all common stock issued under the 1987 
Plan was at least 100% of the fair market value on the date of grant.   
The options granted to purchase shares  generally became  exercisable  
on a cumulative basis at 33-1/3% each year, commencing with the second 
year.  The 1987 Plan expired during fiscal 1997 and no further options 
can be granted. There are options on 18,825 shares issued and outstanding 
as of September 30, 1998.

                                 -39-

<TABLE>
<CAPTION>
      A  summary of the changes in the shares under option  for  the
1987 Plan is as follows:
                                     1987 Plan
                               Shares         Price
<S>                           <C>        <C>
Outstanding at                   
September  30, 1995            44,100    $5.4375 - $10.00
                                 
 Granted                          -              -
 Exercised                      3,500    $5.4375
 Expired                        9,375    $5.4375 - $10.00
Outstanding at                   
September  30, 1996            31,225    $5.4375 - $10.00
                                 
 Granted                          -              -
 Exercised                      7,500    $5.4375
 Expired                        4,400    $9.6250 - $10.00
Outstanding at                   
September 30, 1997             19,325    $5.4375 - $9.625
                                 
 Granted                          -              -
 Exercised                        500    $9.4887
 Expired                          -              -
Outstanding at                   
September 30, 1998             18,825    $5.4375 - $9.625

</TABLE>
Options  granted under the 1987 Plan expire at various dates through
August  2001.   Stock options under the 1987 Plan are accounted  for
using  the  intrinsic  value  method  of  accounting  prescribed  by
Accounting  Principles Board Opinion No. 25, "Accounting  for  Stock
Issued  to  Employees".  Under this method there was  no  reportable
intrinsic value for outstanding options.

13.  Related Party Transactions

      Ben  Hill  Griffin,  Inc.  and an affiliate  collectively  and
beneficially held approximately 52.4% majority ownership of  Orange-
co,  Inc.  as of September 30, 1998.  Ben Hill Griffin,  Inc.  is  a
privately  owned  agribusiness corporation  located  in  Frostproof,
Florida.

     During the fiscal year ended September 30, 1998 the Company had
incurred  an estimated $6,001,000 in fruit participation  cost  from
fruit  purchased from its parent, Ben Hill Griffin,  Inc.   Of  that
amount  approximately $2,427,000 was paid as of September  30,  1998
with  the accrued balance of $3,574,000 to be paid by March 1, 1999.
Final  payment  amounts  under  the  Company's  fruit  participation
program are based upon returns from the ultimate disposition of  the
fruit  received.  For the fiscal year ended September 30,  1997  the
Company  incurred a total of $9,224,000 in fruit participation  cost
from fruit purchased from its parent, Ben Hill Griffin, Inc.  As  of
September 30, 1997 a total of $6,085,000 had been paid against  this
amount and an estimated balance of $3,139,000 was accrued to be paid
on  March 1, 1998.  For the fiscal year ended September 30, 1996 the
Company  incurred a total of $6,323,000 in fruit participation  cost
from fruit purchased from its parent, Ben Hill Griffin, Inc.  As  of
September 30, 1996 a total of $3,212,000 had been paid against  this
amount and an estimated balance of $3,111,000 was accrued to be paid
on  March  1,  1997.  Fruit purchases made from the  parent  company
under the Company's participation program are under terms equivalent
to  fruit purchased from other grower participants.  For the  fiscal
year ended  September  30,  1996 the Company also incurred  $392,000  
for fruit purchased from Ben Hill Griffin, Inc. under a  spot  fruit
purchase  contract.   Additionally, the Company  paid  approximately
$2,716,000,  $2,539,000, and $2,862,000, to Ben Hill  Griffin,  Inc.
for other goods and services, principally the purchase of fertilizer
and citrus trees at prices approximating market, during fiscal 1998,
1997 and 1996, respectively.


                                 -40-

<TABLE>
<CAPTION>

14.  Interim Financial Information (unaudited)
          (in thousands except per share amounts)

                                       Gross                    Earnings
Quarters Ended              Sales      Profit     Net Income    Per Share
<S>                       <C>         <C>        <C>            <C>
Fiscal 1998                                         
  September 30, 1998      $ 29,945    $ 3,941    $    790       $  .08
  June 30, 1998             31,418      4,861       1,656          .16
  March 31, 1998            31,807       (489)     (1,899)        (.18)
  December 31, 1997         25,710     (1,035)     (1,960)        (.19)
                          --------    --------   ---------     --------
                          $118,880    $ 7,278    $ (1,413)     $  (.14)
                          ========    ========   =========     ========
                                                    
Fiscal 1997                                         
  September 30, 1997      $ 25,399    $   959    $   (280)     $  (.04)
  June 30, 1997             26,360        998        (455)        (.04)
  March 31, 1997            29,154      2,750         276          .03
  December 31, 1996         28,424      4,711       1,538          .15
                          --------    -------       ------     --------
                          $109,337    $ 9,418    $  1,079      $   .10
                          ========    =======    =========     ========
                                                    
</TABLE>
                                  
<TABLE>
<CAPTION>
                                  
                  ORANGE-CO, INC. AND SUBSIDIARIES
           SCHEDULE VIII - ALLOWANCE FOR DOUBTFUL ACCOUNTS
        FOR THE YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
                           (in thousands)
                           

Column A                  Column B    Column C       Column D      Column E

                          Balance @   Additions                     
                          Beginning   Charged to                   Balance @
Description               of Period    Expense      Deductions   End of Period
                                  
<S>                         <C>          <C>          <C>           <C>
Year ended                                              
     September 30, 1998     $1,038       $677         $(379)        $1,336
                            ======       ====         ======        ======
Year ended                                              
     September 30, 1997     $  918       $120         $ -           $1,038
                            ======       ====         ======        ======
Year ended                                              
     September 30, 1996     $  798       $120         $ -           $  918
                            ======       ====         ======        ======
</TABLE>


ITEM   9.    Changes  In  and  Disagreements  With  Accountants   on
Accounting and Financial Disclosure

          None

                                 -41-


                              PART III

                                  
Item 10.  Directors and Executive Officers of the Registrant

      The  information required by Item 10 will be set forth in  the
Company's  1999  Proxy  Statement under the  caption  "Nominees  For
Election As Directors" and is incorporated herein by reference.

Item 11.  Executive Compensation

      The  information required by Item 11 will be set forth in  the
Company's 1999 Proxy Statement under the caption "Executive Officers
and Compensation" and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management

      The  information required by Item 12 will be set forth in  the
Company's 1999 Proxy Statement under the caption "Security Ownership
of  Certain Beneficial Owners", "Nominees for Election as Directors"
and  "Stock  Ownership of Executive Officers", and  is  incorporated
herein by reference.

Item 13.  Certain Relationships and Related Transactions

      The  information required by Item 13 will be set forth in  the
Company's 1999 Proxy Statement under the caption "Transactions  With
Management And Others" and is incorporated herein by reference.


                                 -42-


                               PART IV
                                  
Item  14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

      (a)  (1)  The financial statements required to be filed as part
of this Report, and the report thereon by KPMG Peat Marwick LLP, are
set forth under Item 8 and listed on Page 24 herein.

           (2)  The financial statement schedule required to be filed
herewith are listed on Page 24 herein.

           (3)  The exhibits required to be filed herewith are listed
on the "Exhibit Index" commencing at Page 46 herein.

     (b)   During  the last quarter of the period covered  by  this
Report the Company filed no reports on Form 8-K.

     (c)   The exhibits required to be filed herewith are listed  on
the  "Exhibit  Index" commencing on Page 46 herein and  incorporated
herein by reference.

     (d)   The financial statements required to be filed as part  of
the  Report and the report thereon by KPMG Peat Marwick LLP are  set
forth  under  Item  8  and  are listed on Page  24  herein  and  are
incorporated herein by reference.

                                 -43-


                             SIGNATURES

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


                                  ORANGE-CO, INC.
                                  (Registrant)
                                  
                                  
Date:  December 14, 1998          By:/s/ Gene Mooney
                                     Gene Mooney
                                     President and
                                     Chief Operating Officer
                                  
                                  
                                  
                                  
Date:  December 14, 1998          By:/s/ Dale A. Bruwelheide
                                     Dale A. Bruwelheide
                                     Vice President,
                                     Chief Financial Officer and
                                     Principal Accounting Officer


                                -44-


                             SIGNATURES

      Pursuant  to the requirements of the Securities Act  of  1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.


Date:  December 14, 1998          /s/ B. H. Griffin, III
                                      B. H. Griffin, III
                                      Chairman, CEO and Director
                                  
                                  
Date:  December 14, 1998          /s/ Richard A. Coonrod
                                      Richard A. Coonrod
                                      Director
                                  
                                  
Date:  December 14, 1998          /s/ Paul E. Coury, MD
                                      Paul E. Coury, MD
                                      Director
                                  
                                  
Date:  December 14, 1998          /s/ George W. Harris, Jr.
                                      George W. Harris, Jr.
                                      Director
                                  
                                  
Date:  December 14, 1998          /s/ Dr. W. Bernard Lester
                                      Dr. W. Bernard Lester
                                      Director
                                  
                                  
Date:  December 14, 1998          /s/ Bobby F. McKown
                                      Bobby F. McKown
                                      Director
                                  
                                  
Date:  December 14, 1998          /s/ Gene Mooney
                                      Gene Mooney
                                      Director
                                  
                                  
Date:  December 14, 1998          /s/ C. B. Myers, Jr.
                                      C. B. Myers, Jr.
                                      Director
                                  
                                  
Date:  December 14, 1998          /s/ Thomas H. Taylor, Sr.
                                      Thomas H. Taylor, Sr.
                                      Director


                                -45-

                                  
                 SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.


For the fiscal year                               Commission File
ended September 30, 1998                          Number 1-6442



                              FORM 10-K
            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                  


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


                              EXHIBITS

                               INDEX


                                -46-


                           EXHIBITS INDEX                 
                                                         
Exhibit               Description of Exhibits             Sequential
No.                                                        Page No.
                                                          
3.1        Restated  Articles  of  Incorporation  of  the 
           company, as amended, filed as Exhibits 3.1  to
           Stoneridge   Resources,  Inc.'s   Registration
           Statement  No.  33-24085  on  Form   S-1   and
           incorporated herein by reference.
                                                          
3.2        By-laws  of the Company, as amended the year         52
           ended September  30, 1998.
                                                          
10.8       Orange-co of Florida, Inc. Deferred Compensation
           Plan effective December 1, 1988 as amended  
           through  December  15, 1994 last filed as Exhibit
           10.8 on Form 10-K for fiscal year ended September
           30, 1994.                                               
                                                          
10.12      Loan Agreement between Orange-co, Inc. Orange-co     65
           of Florida, Inc. and Farm Credit of Southwest
           Florida, ACA, dated April  10,  1993 and 
           originally filed as Exhibit 10.12 on Form 10-Q  
           for the  fiscal quarter ended March 31, 1993.
                                                          
                        
                          EXHIBITS INDEX                  
                                                          Sequential
Exhibit               Description of Exhibits              Page No.
No.
                                                          
10.14      Loan  Agreement By and Among Orange-co,  Inc.        96
           and  Orange-co of Florida, Inc. and Sun  Bank
           National Association for a Revolving Line  of
           Credit  in  the  amount of $20,000,000  dated
           June  16, 1993 and originally filed as Exhibit 
           10.14 on Form 10-Q for the fiscal quarter ended  
           June 30, 1993.
                                                          
10.15      Thermal Energy Sales Agreement By and Between       137
           Orange-co of Florida, Inc. and AP Cogen Ltd.,
           dated May 27, 1993 and originally filed as 
           Exhibit 10.15 on Form  10-Q for the fiscal 
           quarter ended June 30, 1993.
                                                          
10.17      Orange-co   of   Florida,   Inc.   Management       170
           Security Plan effective October 1, 1993  and
           originally filed as Exhibit 10.17 on Form 10-Q 
           for the fiscal quarter ended December 31, 1993.
                                                          
10.18      The First Amendment to the Loan Agreement  By  
           and   Among  Orange-co,  Inc.  and   SunBank,
           National Association for a Revolving Line  of
           Credit  dated  April 1,  1994  and  filed  as
           Exhibit  10.18  on Form 10-Q for  the  fiscal
           quarter  ended June 30, 1994 and incorporated
           herein by reference.
                                                          
10.19      The Second Amendment to the Loan Agreement By  
           and   Among  Orange-co,  Inc.,  and   SunBank
           National Association for a Revolving Line  of
           Credit  dated  April 1,  1994  and  filed  as
           Exhibit  10.19  on Form 10-Q for  the  fiscal
           quarter  ended June 30, 1994 and incorporated
           herein by reference.
                                                          
10.20      Stock  Acquisition Agreement Between  Orange-  
           co,  Inc. and Childs Oil Company, Inc.  dated
           September  9,  1994  for the  sale  of  Frank
           Carroll  Oil  Company Stock as originally
           filed as Exhibit 10.20 on Form 10K for the
           fiscal year ended September 30, 1994 and
           incorporated herein by reference.
                                                          
10.21      The Third Amendment to the Loan Agreement  By  
           and   Among  Orange-co,  Inc.  Orange-co   of
           Florida,    Inc.   and   SunBank,    National
           Association  for a Revolving Line  of  Credit
           dated  January 27, 1995 and filed as  Exhibit
           10.21  on  Form  10-Q for the fiscal  quarter
           ended  December  31,  1994  and  incorporated
           herein by reference.
                                                          

                          EXHIBITS INDEX                  
                                                          Sequential
Exhibit               Description of Exhibits              Page No.
No.
                                                          
10.23      The Fifth Amendment to the Loan Agreement  By  
           and  Among  Orange-co,  Inc.,  Orange-co   of
           Florida,  Inc.  and  SunTrust  Bank,  Central
           Florida, National Association dated April  5,
           1996  and filed as Exhibit 10.23 on Form 10-Q
           for  the fiscal quarter ended March 31,  1996
           and incorporated herein by reference.
                                                          
10.24      Second   Amendment  to  the  Loan   Agreement  
           between  Orange-co, Inc. and Farm  Credit  of
           Southwest Florida, ACA dated May 16, 1996 and
           filed  as Exhibit 10.24 on Form 10-Q for  the
           fiscal  quarter  ended  June  30,  1996   and
           incorporated herein by reference.
                                                          
10.25      Asset Purchase Agreement between Kraft Foods,  
           Inc. and Orange-co, Inc. and filed as Exhibit
           10.25 on Form 10-Q for the quarter ended June
           30,   1996   and   incorporated   herein   by
           reference.
                                                          
10.27      The Sixth Amendment to the Loan Agreement  By  
           and  Among  Orange-co,  Inc.,  Orange-co   of
           Florida,  Inc.,  and SunTrust  Bank,  Central
           Florida,  National Association,  dated  April
           25,  1997 and filed as Exhibit 10.27 on  Form
           10-Q  for the fiscal quarter ended March  31,
           1997 and incorporated herein by reference.
                                                          
10.28      The  Seventh Amendment to the Loan  Agreement  
           By  and  Among Orange-co, Inc., Orange-co  of
           Florida,  Inc.  and  SunTrust  Bank,  Central
           Florida,  National Association dated February
           3, 1998 and filed as Exhibit 10.28 on Form 10-
           Q  for the fiscal quarter ended December  31,
           1997 and incorporated herein by reference.
                                                          
10.29      Renewal Term Note between Orange-co, Inc. and  
           Farm  Credit of Southwest Florida, ACA  dated
           April  1, 1998 and filed as Exhibit 10.29  on
           Form  10-Q for the fiscal quarter ended March
           31,   1998   and   incorporated   herein   by
           reference.
                                                          
                                -48-




                          EXHIBITS INDEX                  Sequential
                                                           Page No.
Exhibit               Description of Exhibits
No.
                                                          
10.30      Loan  Agreement by and among Farm  Credit  of  
           South  Florida, ACA, Farm Credit of Southwest
           Florida, ACA, and Orange-co, Inc. and Orange-
           co  of Florida, Inc. dated June 30, 1998  and
           filed  as Exhibit 10.30 on Form 10-Q for  the
           fiscal  quarter  ended  June  30,  1998   and
           incorporated herein by reference.
                                                          
10.31      Consolidated,  Amended and  Restated  Florida  
           Mortgage   and  Security  Agreement   between
           Orange-co  of Florida, Inc. and John  Hancock
           Mutual  Life Insurance Company dated June  2,
           1998;  and Renewal Note between Orange-co  of
           Florida,  Inc. and John Hancock  Mutual  Life
           insurance  Company dated  June  2,  1998  and
           filed  as Exhibit 10.30 on Form 10-Q for  the
           fiscal  quarter  ended  June  30,  1998   and
           incorporated herein by reference.
                                                          
21         Subsidiaries of the Company.                       50
                                                          
24.1       Consent letter from KPMG Peat Marwick LLP.         51
                                                          
27         Financial Data Schedule (Electronic Filing Only)
                                                          
99.2       First Amendment to Orange-co of Florida, Inc.  
           401(k)   Salary   Deferral   Plan   effective
           December 15, 1994 and incorporated herein  by
           reference.
                                                          
99.3       Profit Sharing Plan and Trust for Employees        181
           of Orange-co of Florida, Inc. effective
           January 1, 1993 and originally filed as
           Exhibit 99.3 on Form 10K for the fiscal
           year ended September 30, 1994.

                          
                                -49-