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, 1996

                                    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, 1996 (based on the closing price on
December 4, 1996):  $37,834,313.

Number of shares outstanding of common stock, $.50 par value, as of
December 4, 1996:  10,301,975 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
1996 Annual Meeting of Stockholders - Items 10, 11, 12 and 13



                           ORANGE-CO, INC.
                       INDEX TO ANNUAL REPORT
                            ON FORM 10-K

                                                            PAGE NO.
Part I

   Item  1  -   Business                                       3

   Item  2  -   Properties                                    11

   Item  3  -   Legal Proceedings                             11

   Item  4  -   Submission of Matters to a Vote of Security
                Holders                                       11

Part II

   Item  5  -   Market for the Registrant's Common Stock 
                and Related Shareholder Matters               12

   Item  6  -   Selected Financial Data                       12

   Item  7  -   Management's Discussion and Analysis of
                Financial Condition and Results of Operations 14

   Item  8  -   Financial Statements and Supplementary Data   23

   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, 1996, the Company
owned and managed approximately 16,006 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 food
service 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.

     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 1996-97 season, the United States
Department of Agriculture ("USDA") has announced an anticipated
Florida crop of approximately 220,000,000 boxes of round oranges.
It is uncertain what the effect of this size crop will be on the
Company's results for the 1996-97 fiscal year.  The 1995-96 crop was
determined to be 203,200,000 boxes.

     In May 1992, Stoneridge Resources, Inc. ("Stoneridge"), which
then owned approximately 52% of the Company's outstanding common
shares, sold those shares to Ben Hill Griffin, Inc. and an
affiliate, who collectively held approximately 51% of those shares
as of September 30, 1996.  Ben Hill Griffin, Inc. is a privately
owned agribusiness corporation located in Frostproof, Florida.

     The Company also had engaged in the sale of petroleum products
at the wholesale and retail level operating through its former
subsidiary, Frank Carroll Oil Company.  A sale of all of the capital
stock of Frank Carroll Oil Company was completed effective September
30, 1994.  The Petroleum Division, consisting only of Frank Carroll
Oil Company, has been reported as a discontinued operation since the
second quarter of fiscal 1993.  (See Note 9 of the Notes to the
Consolidated Financial Statements "Discontinued Operations".)

     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 represent less than
1/2 of 1% of the Company's assets at time of the final sale.


                               -3-

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,
                                         1996       1995      1994
<S>                                   <C>        <C>        <C>   
 Beverage Division                     $114,035   $106,894   $72,637
 Grove Management Division                5,095      4,431     4,119
                                       --------   --------   -------
 Sales from Continuing Operations       119,130    111,325    76,756
 Discontinued Petroleum Division            -          -      12,986
                                       --------   --------   -------
 Total Sales                           $119,130   $111,325   $89,742
                                       ========   ========   =======
</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 10,000,000 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>               
 1991-92            3,204,000
 1992-93            8,149,000
 1993-94            9,296,000
 1994-95            9,597,000
 1995-96            9,978,000
</TABLE>

     Over the past five years the Company has increased its
processing activity.  This has resulted primarily from a decision by
the Company to obtain fruit from sources in addition to the
Company's groves through purchase contracts and participation
agreements.  In addition the Company has increased the capacity of
its Bartow processing facility.

     Additionally, in fiscal 1993-94 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 substantial portion of the processed
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 


                             -4-

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.

     In July 1996 the Company purchased the Birds Eye and Gold'N'
Rich business, constituting the frozen concentrated juice products 
for the foodservice business in the United States, its territories, 
Puerto Rico and the U.S. Military operating as a going concern.  
Included in this purchase was a partial assignment of the rights 
to use the Birds Eye trademark in the territory previously mentioned.

     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.

<TABLE>
<CAPTION>
     The following table sets forth the equivalent concentrate and
NFC gallons produced at the Company's plants during each of the last
five seasons. The number of gallons shown is based on a concentrate
factor of 65 degree brix, 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>
 1991-92   4,405,788     29,884    4,435,672
 1992-93   6,779,429    479,954    7,259,383
 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
</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 has, from
time to time, used 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 


                           -5-

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, 1996, the Company owned approximately 13,034
acres of citrus groves and also managed approximately 2,972 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 853,742 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 the year ended November
30, 1996.
<TABLE>
<CAPTION>
 LOCATION            GROVES       GROVES
                     OWNED        MANAGED
<S>                 <C>          <C>                           
 Polk County            385         -
 DeSoto County       11,785       2,734
 Charlotte County       864         238
                     ------       -----
 Totals              13,034       2,972
                     ======       =====
</TABLE>

<TABLE>
     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
 Season       Owned         Managed         Total         Production
              Groves        Groves          Production    Per Acre (1)
                  (in Acres)                        (in boxes)
<S>          <C>            <C>            <C>           <C>
 1991-92      11,129         2,494          3,903,000     287
 1992-93      11,583         2,544          4,160,000     294
 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
</TABLE>
<F1>
   (1)Calculated by dividing total production by total number of
   productive grove acres owned and managed as of September 30,
   1992, 1993, 1994, 1995 and 1996.

<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>          
 1991-92          139,800,000
 1992-93          186,500,000
 1993-94          174,200,000
 1994-95          205,400,000
 1995-96          203,200,000
</TABLE>

     As previously mentioned, the USDA has announced an anticipated
Florida orange crop of approximately 220,000,000 boxes of round
oranges for the 1996-97 season.


                           -6-


     In addition to productive grove acreage, as of November 30,
1996, the Company owns approximately 6,855 acres of land, much of it
in the vicinity of the Groves, of which approximately 2,759 acres
are prepared for citrus planting, approximately 2,487 acres are
suitable for cultivation and 1,609 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 1991 the
Company completed the rehabilitation of 320 acres of the Groves.
During fiscal 1992 through fiscal 1996, the Company accelerated its
rehabilitation of the Groves by planting approximately 603,000 trees
and installing improved irrigation systems covering approximately
6,444 acres through fiscal 1996.

     During the past four seasons, substantially all of the fruit
harvested from the Groves was used in the Company's processing
plant.  Most of the 1996-97 crop from the Groves is expected to be
used in the Company's processing plant.

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, 1996 the Company managed 2,321 acres on a standard-care basis
and 651 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.


                              -7-   

EMPLOYEES

     As of November 30, 1996, 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 90
administrative personnel.  The number of employees increases to
approximately 480 during the Company's peak period of operations.
Management believes that 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.

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 has from time to time used 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
maintenance 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 Natural Resources or by the 
landowners themselves.  The water management districts primarily 
regulate the drainage and irrigation of the lands within each 
district and make annual



                           -8-


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 to date and does not anticipate a
shortage during the 1996-97 season.

     During fiscal 1996 and 1995 the Company spent approximately
$505,000 and $231,000 respectively, on its spray field system for
disposing of waste water at the Bartow facility and on other
environmental matters of which approximately $335,000 was
capitalized during fiscal 1996.  The Company anticipates the 
expenditure of approximately an additional $500,000 during fiscal 
1997 on the new 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.  The juice is  stored and sold throughout the
year and revenue levels are sometimes affected by seasonal price
movements. In contrast, the value-added food  service business has
relatively small seasonal variations.

     Inventories of processed juice are accumulated during each
season to enable the Company to cover sales 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 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 5.9% of
Florida FCOJ production during the 1995-96 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 to 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.


                           -9-



   The North American Free Trade Agreement ("NAFTA") with Mexico, 
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
Birds Eye and the Gold 'N' Rich trademarks for use in the
foodservice juice business.

FOREIGN AND DOMESTIC OPERATIONS The Company derived approximately
8.3% 13.6%, and 15.2% of its revenue from foreign sales during
fiscal 1996, 1995, and 1994 respectively.  All of the Company's
foreign sales are from its Florida operations.

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

BUSINESS SEGMENTS During fiscal 1996 and 1995 the Company's gross
sales, net income and assets were wholly attributable to its citrus
business only.  The Company has two customers that accounted for
20.5% and 17.6% of the citrus segment's revenue for fiscal 1996.
Relationships between the Company and these two customers are
currently good and are expected to remain so. All other customers in
the citrus segment individually account for less than 10% of total
sales for this segment.  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".



                           -10-


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, 1996.

 Location                    General Character        Approximate Size
<S>                         <C>                      <C>
 Polk, Charlotte and         Citrus groves and        19,653 acres
 DeSoto, Counties, FL(1)     related acreage
                                               
 Bartow, FL (1)              Citrus processing plant  514 acres
                                                      80,000 boxes per day
                                                      average capacity
                                               
                             Concentrate storage      7,500,000 gallon
                             facility                 storage capacity
                                               
                                               
 DeSoto County, FL           Undeveloped land         967 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 program to consolidate certain of its grove
holdings into more contiguous and efficient parcels and has begun
the rehabilitation of 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 7 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

     Not Applicable.



                           -11-


                               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 1996         High      Low
<S>                 <C>       <C>                            
 First Quarter       $8-1/4    $7-1/8
                           
 Second Quarter       9-3/8     7-1/2
                           
 Third Quarter        9-1/8     7-3/4
                           
 Fourth Quarter       8-1/8     7-3/4
                           
 Fiscal 1995          High      Low
                           
 First Quarter       $5-5/8    $5-1/8
                           
 Second Quarter       6-1/4     5-3/8
                           
 Third Quarter        6-3/4     6
                           
 Fourth Quarter       7-7/8     6-1/4
</TABLE>

     On November 30, 1996 there were approximately 4,589 named
holders of record of the Company's common stock.

     On December 19, 1996 the Company declared a divdend of $.10 per 
common share to be paid on February 3, 1997 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 last paid a dividend of $.02 per share on its common 
stock in November of 1988.


ITEM 6.   SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
     The following selected financial data as of and for the years
ended September 30, 1996, 1995, 1994, 1993 and 1992, 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 following data should be read


                           -12-

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".

      Years Ended September 30, 1996, 1995, 1994, 1993, and 1992,
                              Historical(1)
               (in thousands, except per share data)
                                 1996       1995    1994    1993     1992
STATEMENT OF OPERATIONS DATA
<S>                            <C>       <C>       <C>      <C>      <C>
 Sales                          $119,130  $111,325  $76,756  $71,938  $79,890
                                ========  ========  =======  =======  =======
 Income from continuing                                       
 operations before income                                     
 taxes                          $ 14,487  $  14,776  $ 5,886 $ 3,759  $10,298
                                ========  =========  ======= =======  =======

 Net income                     $ 10,091  $   9,135  $ 3,345 $ 1,088  $ 7,981
                                ========  =========  ======= =======  =======

 Net income per common share    $    .98  $     .89  $   .32 $   .11  $   .78
                                ========  =========  ======= =======  =======
</TABLE>

<TABLE>
<CAPTION>
                 As of September 30, 1996,1995, 1994, 1993, and 1992
                                   (in thousands)
                                                            
                            1996     1995     1994    1993     1992
BALANCE SHEET DATA
<S>                      <C>       <C>       <C>      <C>       <C>
 Total assets             $199,695  $171,441  $169,404 $139,802  $136,295
                          ========  ========  ======== ========  ========
 Long-term debt (less                                        
 current portion)         $ 46,663  $ 31,252  $ 38,499 $ 19,683  $ 21,437
                          ========  ========  ======== ========  ========

 Stockholders' equity     $109,011  $ 99,932  $ 90,797 $ 87,452 $ 86,090
                          ========  ========  ======== ======== ========
</TABLE>

<F1>
     (1)Not covered by accountant's report.

   On December 19, 1996 the Company declared a dividend of $.10 per common 
share to be paid on February 3, 1997 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 last paid a dividend
of $.02 per share on its common stock in November 1988.



                                 -13-


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

FISCAL 1996 VERSUS FISCAL 1995

     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, 1996 to the
Company's continuing operations for the year ended September 30,
1995.
<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, 1996 vs. Year Ended September 30, 1995
                        Increases/(Decreases)
                             (in thousands)
                                                 Cost of  
                                                 Goods        Net
                                      Sales      Sold        Change
<S>                                  <C>         <C>        <C>
 Beverage Division . . . . . . . .    $7,141      $5,653     $1,488
 Grove Management Division . . . .       664         510        154
                                      ------      ------     ------
 Gross Profit .. . . . . . . . . .    $7,805      $6,163     $1,642
                                     ======      ======                     
 Other costs and expense, net:                             
      Selling, general and administrative . . . . . . . .      (596)
      Gain on disposition of property and equipment . . .    (1,004)
      Other expense  . . .. . . . . . . . . . . . . . . .       112
 Interest . . . . . .. . . . . . . . . . . . . . . . . . .     (443)
                                                             -------
 Income before income tax  . . . . . . . . . . . . . . . .     (289)
 Income tax expense  . . . . . . . . . . . . . . . . . . .    1,245
                                                             -------
 Net income  . . . . . . . . . . . . . . . . . . . . . . .   $  956
                                                             =======
</TABLE>
RESULTS OF OPERATIONS
                          SALES

     Total net sales from operations increased approximately 
$7,805,000 or 7.0% for the fiscal year ended September
30, 1996 compared to the prior year ended September 30, 1995.  The
principal increase of approximately $7,141,000 occurred in the
Beverage Division.  The Grove Management Division sales increased
approximately $664,000 compared to the prior year.

BEVERAGE DIVISION  The Beverage Division sales increased
approximately $7,141,000 during fiscal 1996 compared to the prior
year.  The principal component of this increase was an increase of
approximately $7,373,000 as a result of higher prices for bulk
citrus juice products sold compared to the prior year.
Additionally, there was an increase of approximately $2,857,000 in
the revenues from the Company's bulk citrus juice products due to
higher volumes of products sold.  The increases in volumes were due
primarily to an improving  sales program for the bulk citrus juice
products.  In October 1995 the United States Department of
Agriculture ("USDA") announced a Florida crop estimate of
approximately 204,000,000 of round oranges for the 1995-96 season
which was approximately the same as the 1994-95 crop of 205,400,000
boxes of round oranges.  This 1995-96 estimate by the USDA was
revised at the end of the season to approximately 203,200,000 boxes
of round oranges which is the third largest 


                                -14-


Florida crop in history.  As we enter the 1996-97 season the USDA 
has estimated this crop at 220,000,000 boxes which, if true, will 
be the highest Florida orange crop in history and could have
a significant impact on the prices for bulk orange concentrated 
juices for fiscal 1996-97.

     Sales of the Company's packaged citrus juices increased
approximately $1,138,000 during fiscal 1996 compared to the prior
year.  Higher prices accounted for an increase in revenues of
approximately $592,000 during fiscal 1996.  Additionally, an
increase in the revenues of approximately $546,000 compared to the
prior year resulted from higher volumes of these products being
sold.

     The Company's non-orange packaged juices and drink base sales
increased approximately $4,798,000 during fiscal 1996 compared to
the prior year.  Increases in the volume of sales of these products
accounted for increases of approximately $3,268,000.  The principal
increase in volume of these products resulted from the purchase of
the Birds Eye food service juice business in July 1996.
Additionally, increased prices of these products  accounted for
approximately $1,530,000 increases in sales.

     Partially offsetting these increases were decreases in revenues
from the sale of the Company's citrus by-products, including, feed,
pulp cells, and citrus oils of approximately $5,239,000 during
fiscal 1996 compared to the prior year.  The principal component of
this decrease in sales of approximately $4,556,000 resulted from a
decrease in volume of sales.  Additionally, sales of these products
decreased approximately $683,000 as a result of decreased prices
during fiscal 1996 compared to the prior year.  During fiscal 1996
the market for these by-products weakened significantly due to
higher production in the industry.

     Storage, handling, processing citrus for customers under
contract, and other revenues decreased approximately $3,786,000
during fiscal 1996 as a result of a decrease in the volume of these
services performed compared to the prior year.

GROVE MANAGEMENT DIVISION  Grove Management Division revenues
increased approximately $664,000 or 15.0% during fiscal 1996
compared to the prior year.  The principal increase during fiscal
1996 of approximately $442,000 was due to an increase in caretaking
revenues.  Additionally, revenues from the sale of fruit to third
parties increased by approximately $268,000 during fiscal 1996
compared to the prior year.  Partially offsetting these increases
was a decrease of approximately $46,000 in harvesting revenues.

                            GROSS PROFIT

     Gross profit for fiscal 1996 increased approximately $1,642,000
or 8.2% compared to the prior year.  The Beverage Division provided
an increase in gross profit of approximately $1,488,000 and the
Grove Management Division gross profit increased approximately 
$154,000 compared to the prior year.

BEVERAGE DIVISION  Gross profit of the Beverage Division increased
approximately $1,488,000 as previously mentioned.  The principal
increase in gross profit of approximately $5,968,000 resulted from
the sales of bulk citrus juice products.  Of this increase
approximately $7,373,000 resulted primarily from higher prices
compared to the same period in the prior year.  Additionally, the
increase in the volume of sales of bulk citrus products previously
mentioned provided an increase in gross profit of approximately
$596,000.  Partially offsetting these increases was a decrease in
gross profit of approximately $2,001,000 as a result of higher costs
of raw fruit and purchased concentrate used 


                              -15-

in the production of bulk citrus products during fiscal 1996 
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, 1996 the Company held contracts for FCOJ futures with unrealized
gains of approximately $37,000 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
equivalent futures obligations and do not necessarily represent
prices at which the Company expects to sell the FCOJ.

     Gross profit from the sale of the Company's packaged citrus
juice products increased approximately $387,000 during fiscal 1996
compared to the prior year. Increases in prices of these products
sold accounted for an increase in gross profit of approximately
$592,000.  This increase was reduced approximately $205,000
principally as a result of higher costs.

     Gross profit from the sale of the Company's non-orange packaged
juices and drink base products increased approximately $104,000 as a
combined result of increased price offset by higher cost of
production on higher volumes.

     The sale of the Company's by-products provided a decrease in
gross profit of approximately $4,311,000 during fiscal 1996 compared
to the prior year.  The principal decrease of approximately
$3,394,000 resulted from decreased volumes of these by-products
sold.  Additionally, gross profit on these by-products decreased
approximately $917,000 as a combined result of lower prices and
higher production costs compared to the prior year.

     Gross profit from storage, handling and other activities
decreased by approximately $660,000 principally due to decreases in
volume of these activities.

GROVE MANAGEMENT DIVISION  Grove Management gross profit increased
approximately $154,000 during fiscal 1996 compared to the prior
year.  The increase was primarily due to increased sales of fruit to
third parties and grove caretaking activities.

            SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses increased
approximately $596,000 or 13.0% for fiscal 1996 compared to the
prior year.  Of this increase approximately $332,000 resulted from
an increase in salary and benefit costs compared to the prior year.
Additionally there was an increase in other costs of approximately
$264,000 compared to the prior year.

        GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT

     The gain on the disposition of property and equipment decreased
approximately $1,004,000 for the fiscal year ended September 30,
1996 compared to the prior year.  The principal reasons for this
decrease were a gain of approximately $453,000 on the involuntary
conversion of certain assets in fiscal 1995.  (See Note 8 
"Nonrecurring Gains And Losses" of the Notes to the
Consolidated Financial Statements) and a gain of approximately
$385,000 on the disposition of certain commercial properties for 
which there was no comparable activity for the year ended
September 30, 1996.


                             -16-



                             OTHER

     Other costs decreased approximately $112,000 in fiscal 1996
compared to the prior year as a result of a charge for a valuation
adjustment of certain idle properties of approximately $591,000 in
fiscal 1995 for which there was no comparable activity in fiscal
1996.  This charge was partially offset by business interruption
insurance proceeds received of approximately $450,000 for losses
incurred from the previously mentioned involuntary conversion during
the prior year.  (See Note 8 "Nonrecurring Gains" of the Notes to
the Consolidated Financial Statements.)

                       INTEREST EXPENSE

     Interest expense increased by approximately $443,000 or 27.4%
in fiscal year 1996 compared to the prior year.  The primary reason
for this increase of approximately $644,000 was due to an increase
in the average outstanding debt.  Additionally, an increase of
approximately $19,000 was due to an increase in interest rates.
Partially offsetting these increases were an increase in capitalized
interest of approximately $177,000 and a decrease in amortization of
deferred loan costs and other related expenses of approximately
$43,000 during fiscal 1996 compared to the prior year.

                     OTHER SIGNIFICANT EVENTS

     As previously mentioned, the USDA has announced an anticipated
Florida orange crop of approximately 220,000,000 boxes of round
oranges for the 1996-97 season.

     The Company's sales or costs were not impacted significantly by
the effects of general price level inflation during fiscal 1996.


                             -17-                           


FISCAL 1995 VERSUS FISCAL 1994

     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, 1995 to the
Company's continuing operations for the year ended September 30,
1994.
<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 from continuing operations between the
respective periods.  The respective statements have excluded sales,
cost of sales, gross profit, selling, general and administrative
expenses, interest expense and all other items of profit and loss
related to the Petroleum Division.  (See Note  9 of the Notes to the
Consolidated Financial Statements "Discontinued Operations".)
   
       Year Ended September 30, 1995 vs. Year Ended September 30, 1994
                            Increases/(Decreases)
                              (in thousands)
                                                 Cost of  
                                                 Goods        Net
                                      Sales      Sold        Change
<S>                                  <C>        <C>         <C>
 Beverage Division . . . . . . . .    $34,257    $25,193     $9,064
 Grove Management Division . . . .        312        372        (60)
                                      -------    -------     -------
 Continuing operations . . . . . .    $34,569    $25,565      9,004
                                      =======    =======
 Other costs and expense, net:                             
      Selling, general and administrative . . . . . . . .      (546)
      Gain on disposition of property and equipment . . .       542
      Other expense  . . .. . . . . . . . . . . . . . . .      (183)
 Interest . . . . . .. . . . . . . . . . . . . . . . . . .       73
                                                             ------- 
 Income from continuing operations . . . . . . . . . . . .    8,890
 Provision for income taxes from continuing operations . .   (3,148)
                                                             -------
 Net income from continuing operations . . . . . . . . . .   $5,742
                                                             =======   

RESULTS OF OPERATIONS
                               SALES

     Total net sales from continuing operations increased
approximately $34,569,000 or 45.0% for the fiscal year ended
September 30, 1995 compared to the prior year ended September 30,
1994.  The principal increase of approximately $34,257,000 occurred
in the Beverage Division.  The Grove Management Division sales
increased approximately $312,000 compared to the prior year.

BEVERAGE DIVISION  The Beverage Division sales increased
approximately $34,257,000 during fiscal 1995 compared to the prior
year.  The principal component of this increase was an increase of
approximately $22,215,000 in the revenues from the Company's bulk
citrus juice products due to higher volumes of products sold.  The
increases in volumes were due primarily to an improved sales program
for the bulk citrus juice products and a higher level of carryover
inventory from the prior year.  These increases in volume of bulk
citrus products sold during fiscal 1995 were partially offset by
decreases in prices for these products of approximately $1,162,000
compared to the prior year.  In October 1994 the United States
Department of Agriculture ("USDA") announced a Florida crop estimate
of approximately 196,000,000 boxes of round oranges for the 1994-95
season which was significantly larger than the 1993-94 crop of
174,200,000 boxes of round oranges.  This 1994-95 estimate by the
USDA 


                           -18-

was revised at the end of the season to approximately 205,400,000 
boxes of round oranges which was the second largest Florida crop 
in history.

     Sales of the Company's packaged citrus juices increased
approximately $1,374,000 during fiscal 1995 compared to the prior
year.  Higher prices accounted for an increase in revenues of
approximately $470,000 during fiscal 1995.  Additionally, an
increase in the revenues of approximately $904,000 compared to the
prior year resulted from higher volumes of these products being
sold.

     The Company's non-orange packaged juices and drink base sales
increased approximately $3,347,000 during fiscal 1995 compared to
the prior year.  Increases in the volume of sales of these products
accounted for increases of approximately $4,559,000. Partially
offsetting this increase was a decrease in prices of these products
of approximately $1,212,000.

     Revenues from the sale of the Company's citrus by-products,
including, feed, pulp cells, and citrus oils increased approximately
$5,093,000 during fiscal 1995 compared to the prior year.  The
principal component of this increase in sales of approximately
$3,015,000 resulted from an increase in volume of sales.
Additionally, sales of these products increased approximately
$2,078,000 as a result of increased prices during fiscal 1995
compared to the prior year.

     Storage, handling, processing citrus for customers under
contract, and other revenues increased approximately $3,390,000
during fiscal 1995 as a result of an increase in the volume of these
services performed compared to the prior year.

GROVE MANAGEMENT DIVISION  Grove Management Division revenues
increased approximately $312,000 or 7.6% during fiscal 1995 compared
to the prior year.  The principal increase during fiscal 1995 of
approximately $509,000 was due to an increase in harvesting revenues
as a result of the larger crop.  Additionally, there was an increase
in revenues from grove caretaking activities of approximately
$211,000.  Revenues from the sale of fruit to third party packers
and processors decreased by approximately $408,000 during fiscal
1995 compared to the prior year.

                        GROSS PROFIT

     Gross profit for fiscal 1995 increased approximately $9,004,000
or 81.0% compared to the prior year.  The Beverage Division provided
an increase in gross profit of approximately $9,064,000 which was
only slightly offset by a decrease in gross profit of approximately
$60,000 in the Grove Management Division.

BEVERAGE DIVISION  Gross profit of the Beverage Division increased
approximately $9,064,000 as previously mentioned.  The principal
increase in gross profit of approximately $4,660,000 resulted from
the sales of bulk citrus juice products.  Of this increase
approximately $4,108,000 resulted primarily from lower costs of raw
fruit and purchased concentrate used in the production of bulk
citrus products during fiscal 1995 compared to the prior year.
Additionally, the increase in the volume of sales of bulk citrus
products previously mentioned provided an increase in gross profit
of approximately $1,714,000.  Partially offsetting these increases
was a decrease in gross profit of approximately $1,162,000 as a
result of lower prices 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 


                           -19-



Statements of Operations as the associated products are sold.  As 
of September 30, 1995 the Company held contracts for FCOJ futures 
with unrealized gains of approximately $86,000 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 equivalent futures obligations and do not 
necessarily represent prices at which the Company expected to 
sell the FCOJ.

     Gross profit from the sale of the Company's packaged citrus
juice products increased approximately $459,000 during fiscal 1995
compared to the prior year. Increases in prices of these products
sold accounted for an increase in gross profit of approximately
$471,000.  This increase was reduced approximately $12,000 as a
combined result of lower volumes and lower costs.

     Gross profit from the sale of the Company's non-orange packaged
juices and drink base products increased approximately $58,000 as a
combined result of price and cost of production decreases on higher
volumes.

     The sale of the Company's by-products provided an increase in
gross profit of approximately $2,136,000 during fiscal 1995 compared
to the prior year.  This increase was the result of increases in
gross profit of approximately $4,343,000 due to higher prices and
increased volume of sales partially offset by increased costs of
approximately $2,207,000.

     Gross profit from storage, handling and other activities
increased by approximately $1,751,000 due to increases in volume of
these activities, offset by some operating cost increases.

GROVE MANAGEMENT DIVISION  Grove Management gross profit decreased
approximately $60,000 during fiscal 1995 compared to the prior year.
Gross profit decreased approximately $117,000 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 grove caretaking of approximately $40,000 compared
to the prior year.  The decrease was further offset by an increase
in gross profit from harvesting activities of approximately $17,000
due to a higher volume of boxes harvested.

             SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses increased
approximately $546,000 or 13.5% for fiscal 1995 compared to the
prior year.  Of this increase approximately $569,000 resulted from
an increase in salary and benefit costs compared to the prior year.
Offsetting this increase was a reduction in other costs of
approximately $23,000 compared to the prior year.

            GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT

     The gain on the disposition of property and equipment increased
approximately $542,000 for the fiscal year ended September 30, 1995
compared to the prior year.  The principal reason for this increase
was a gain of approximately $453,000 on the involuntary conversion
of certain assets.  (See Note 8 "Nonrecurring Gains And Losses" of
the Notes to the Consolidated Financial Statements.)  There was no
comparable activity in the prior year.


                                  -20-


                                  OTHER

     Other costs increased approximately $183,000 in fiscal 1995
compared to the prior year as a result of a charge for a valuation
adjustment of certain idle properties of approximately $591,000.
This charge was partially offset by business interruption insurance
proceeds received of approximately $450,000 for losses incurred from
the previously mentioned involuntary conversion.  (See Note 8
"Nonrecurring Gains" of the Notes to the Consolidated Financial
Statements.)  There was no comparable activity in the prior year.

                           INTEREST EXPENSE

     Interest expense decreased by approximately $73,000 or 4.4% in
fiscal year 1995 compared to the prior year.  The primary reason for
this decrease was a reduction of approximately $101,000 due to an
increase in interest income earned during fiscal 1995.
Additionally, interest on outstanding debt decreased approximately
$43,000 due to lower outstanding balances, and capitalized interest
increased approximately $22,000.  Also, amortization of deferred
loan costs and other related expenses decreased approximately
$43,000 during fiscal year 1995.  Offsetting these reductions was an
increase of approximately $136,000 due to an increase in interest
rates during fiscal year 1995 as compared to the prior year.

                        OTHER SIGNIFICANT EVENTS

     As previously mentioned, the USDA has announced an anticipated
Florida orange crop of approximately 202,000,000 boxes of round 
oranges for the 1995-96 season.  In July the USDA revised this 
estimate to approximately 203,200,000.

     The Company's sales or costs were not impacted significantly by
the effects of general price level inflation during fiscal 1995.

                      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
1995-96 season in late October and completed processing of fruit in
May.

     The Company's ability to generate cash adequate to meet its
needs, including the refinancing of its inventories and trade
receivables, has been supported primarily by cash flow from
operations and periodic borrowings under its $40 million credit
facility.  This facility is secured principally by most of the
Company's current assets.  The outstanding balance at September 30,
1996 was approximately $21,086,000 and approximately $13,673,000 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 1998; accordingly, it is
classified as long-term.  As of November 30, 1996, the Company's
outstanding balance was approximately $16,997,000.  The Company
anticipates that the working capital facility will be adequately
serviced with cash proceeds from operations.


                              -21-


     Additionally, as of September 30, 1996 the Company had an
additional $10 million short-term capital revolving credit facility
to provide interim financing for capital projects and additional
working capital.  As of September 30, 1996 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.

     Current assets increased approximately $12,684,000 as of
September 30, 1996 compared to September 30, 1995.  The principal
component of this was an increase in inventories of approximately
$6,081,000 in the current year due principally to higher costs.  
The Company's accounts receivable balance increased approximately
$5,288,000 compared to the prior fiscal year due principally to 
increased sales.  There was an increase in cash and short-term 
cash investments of approximately $663,000 and advances on 
fruit purchases decreased approximately $70,000. Additionally, 
there was an increase of approximately $737,000 in current 
deferred income taxes compared to the prior year.

     Current liabilities increased approximately $3,339,000 during
fiscal 1996 compared to the fiscal year ended September 30, 1995.
The principal component of this increase was a $1,561,000 increase
in current installments of long-term debt.  There was an increase of
approximately $1,778,000 in accounts payable and accrued liabilities
as a result of incidental differences in the timing of the payment
of participation and various trade accounts.

     At September 30, 1996 the Company's outstanding long-term debt
was approximately $46,663,000 including the working capital facility
of approximately $21,086,000.  In addition, current installments of
long-term debt were approximately $3,655,000 with the remaining
amounts due on various dates over the subsequent twelve years.  The
Company anticipates that amounts due over the next twelve months
will be paid out of working capital.  At September 30, 1996, the
Company was in compliance with its loan covenants.

    The company completed the installation of new irriagation
systems for 1,224 acres of Company-owned Joshua, Polk County,
and Bermont groves during fiscal 1996 at a cost of approximately
$838,000.  New irrigation systems for an additional 2,622 acres
and other projects are currently under construction for which
approximately $2,265,000 have been expended to date.  In 
addition, citrus groves costing approximately $578,000 were purchased
during fiscal 1996, and costs of caring for newly planted trees in
the amount of approximately $2,371,000 were capitalized.
Additional expenditures of approximately $10,896,000 were made during 
the current year primarily for the purpose of improving the efficiency 
and capacity of the Bartow processing facility.  Also during fiscal 1996
expenditures of approximately $823,000 were made for grove operations 
equipment other than for irrigation.  The Company anticipates that 
these improvements will be financed principally from working capital 
or by securing additional funds under existing mortgages.



                           -22-




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, 1996, 1995 and
    1994.
                                                              
    Report of Independent Certified Public Accountants            24
                                                              
    Consolidated Balance Sheets                                   25
                                                              
    Consolidated Statements of Operations                         26
                                                              
    Consolidated Statements of Cash Flows                         27
                                                              
    Consolidated Statements of Stockholders' Equity               28
                                                              
    Notes to Consolidated Financial Statements                    29-40
                                                              
(2) Financial Statement Schedule. Financial Statement         
    Schedule of the Company appended hereto, as required at
    September 30, 1996, 1995 and 1994.
                                                              
    Schedule VIII-Allowance for Doubtful Accounts                 41
                                                              
(3) All other schedules to the Consolidated Financial         
    Statements required by Article 12 of Regulation S-X are
    not required under the related instruction or are
    inapplicable and therefore have been omitted.
                                                              


                           -23-

               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, 1996, and 1995,
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, 1996.  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,
1996 and 1995, and results of their operations and their cash flows
for each of the years in the three-year period ended September 30,
1996, 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, 1996



                           -24-




</TABLE>
<TABLE>
<CAPTION>

                   ORANGE-CO, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
             SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
                            (in thousands)


                                          September 30,   September 30,
                                               1996         1995
                                                        
     ASSETS                                             
<S>                                         <C>          <C>
 Current assets:                                         
  Cash and cash equivalents                  $  1,508     $    845
  Receivables                                  14,905        9,617
  Advances on fruit purchases                     717          787
  Inventories                                  42,148       36,067
  Deferred income tax                           1,166          429
  Prepaid and other                                18           33
                                             ---------    ---------
      Total current assets                     60,462       47,778
                                             ---------    ---------
 Property and equipment, net                  120,538      107,785
                                             ---------    ---------
 Other assets:                                           
  Excess of cost over net assets of acquired             
   companies                                   11,401       11,778
  Notes receivable                              2,558          801
  Other                                         4,736        3,299
                                             ---------    ---------
      Total other assets                       18,695       15,878
                                             ---------    ---------
      Total assets                           $199,695     $171,441
                                             =========    =========           
      LIABILITIES AND STOCKHOLDERS' EQUITY               
                                                        
 Current liabilities:                                    
  Current installments on long-term debt     $  3,655     $  2,094
  Accounts payable                              5,493        4,394
  Accrued liabilities                          11,997       11,318
                                             ---------    ---------  
      Total current liabilities                21,145       17,806
 Deferred income taxes                         22,247       22,014
 Other liabilities                                629          437
 Long-term debt                                46,663       31,252
                                             ---------    ---------
      Total liabilities                        90,684       71,509
                                             ---------    ---------    
 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                            32,869       23,823
                                             ---------    ---------
                                              109,461      100,415
  Less:                                                  
   Treasury stock, at cost: 47,424 shares at             
    September 30, 1996 and 50,924 shares                 
    at September 30, 1995                        (450)        (483)
                                             ---------    ---------   
      Total stockholders' equity              109,011       99,932
                                             ---------    ---------
      Total liabilities and 
       stockholders' equity                  $199,695     $171,441
                                             =========    =========
</TABLE>

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


                           -25-


<TABLE>
<CAPTION>

                     ORANGE-CO, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
                   (in thousands except per share data)



                                                            
                                            1996     1995     1994
<S>                                      <C>       <C>       <C>
Sales                                    $119,130  $111,325  $76,756
Cost of sales                              97,374    91,211   65,646
                                         --------- --------- --------
     Gross profit                          21,756   20,114    11,110
Other costs and expenses, net:                              
 Selling, general and administrative       (5,193)  (4,597)   (4,051)
 Gain on disposition of property and
  equipment                                    22    1,026       484  
 Other                                        (35)    (147)       36
Interest                                   (2,063)  (1,620)   (1,693)
                                         --------- --------  --------  
Income from continuing operations before                    
 income tax                                14,487   14,776     5,886
Income tax expense                          4,396    5,641     2,493
                                         --------- --------  --------  
Net income from continuing operations      10,091    9,135     3,393
                                         --------- --------  --------    
Discontinued operations:                                    
 (Loss) from operations of discontinued                       
  Petroleum Division, net of applicable                     
  1994 income tax (benefit) of $(71)          -        -        (116)
 Gain on disposal of Petroleum                        
  Division, net of 1994 income 
  tax(benefit) of $(134)                      -        -          68
                                          -------- ---------  -------
 (Loss) from discontinued operations          -        -         (48)
                                                            
 Net income                               $ 10,091  $ 9,135   $ 3,345
                                          ========= ========  ========


 Income(loss) per common and common                          
  equivalent shares:
  Continuing operations                   $    .98  $   .89   $   .33
                                          --------- --------  --------
  Discontinued operations                 $    -    $   -     $  (.01) 
                                          --------- --------  --------
 Net income                               $    .98  $   .89   $   .32
                                         ========= ========  =========
 Average number of common and common                         
  equivalent shares outstanding             10,301   10,298    10,299
                                         ========= ========  =========
</TABLE>
  





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



                             -26-


<TABLE>
<CAPTION>
                    ORANGE-CO, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
                          (in thousands)
                                                             
                                             1996      1995       1994
<S>                                          <C>      <C>      <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:                        
                                                             
 Net income                                   $10,091  $ 9,135   $ 3,345
                                              -------- -------- --------
 Adjustments to reconcile net income to net                   
  cash provided by (used for) operating 
  activities:
 Depreciation and amortization                  4,972    4,300     3,970
 Deferred income taxes                           (504)   2,268     1,981
 Provision for disposal of nonoperating
  subsidiary                                      -        591       -
 Gain on disposition of property and                          
  equipment                                       (22)  (1,026)     (484)
 Loss on sale of Petroleum Division               -        -          66
 Changes in assets & liabilities:                             
  (Increase) in receivables                    (5,288)  (2,498)   (1,212)
  Decrease(increase) in advances on fruit
   purchases                                       70     (312)    1,662
  Decrease(increase) in inventories            (6,081)   7,484   (23,091)
  Decrease in prepaids and other                   15        8        44
  Increase in accounts payable and accrued                    
   liabilities                                  1,778    1,333     1,478
  Other, net                                     (537)      (4)     (303)
                                              -------- --------  --------
 Total adjustments                             (5,597)  12,144   (15,889)
                                              -------- --------  --------
 Net cash provided by (used for) operating                    
  activities                                    4,494   21,279   (12,544)
                                              -------- --------  --------
 CASH FLOWS FROM INVESTING ACTIVITIES:                        
                                                             
 Proceeds from sale of property & equipment     1,687    1,571     1,560
 (Increase) in note & mortgage receivables     (1,757)    (346)     (284)
 Additions to property & equipment            (18,498) (10,249)  (11,187)
 (Increase) in other assets                    (1,223)    (886)     (621)
                                              -------- --------  --------
 Net cash (used for) investing activities     (19,791)  (9,910)  (10,532)
                                              -------- --------- --------
 CASH FLOWS FROM FINANCING ACTIVITIES:                        
                                                             
 Cash dividends paid                           (1,030)     -         -
 Proceeds from(payments on) long-term debt     16,972   (7,289)   18,770
 Proceeds from (payments on) note payable
  to bank                                         -     (4,000)    4,000
 Issuance of treasury stock                        18      -         -
                                              -------- --------  --------
 Net cash provided by (used for) financing                    
  activities                                   15,960  (11,289)   22,770  
                                              -------- --------  --------
 NET INCREASE/(DECREASE) IN CASH                  663       80      (306)
                                                             
 CASH AND CASH EQUIVALENTS AT BEGINNING OF
  PERIOD                                          845      765     1,071
                                              -------- --------  --------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 1,508  $   845   $   765
                                              ======== ========  ========
</TABLE>

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


                              -27-

<TABLE>
<CAPTION>
ORANGE-CO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
                                     (in thousands)


                              Capital
                              in                                    Total
                 Common Stock Excess of  Retained  Treasury Stock Stockholders'
                 Shares Amount Par Value  Earnings  Shares  Amount  Equity
<S>               <C>     <C>     <C>      <C>       <C>   <C>     <C>
 Balance at Sept. 
 30, 1993          10,349  $5,175  $71,417  $11,343   50    $(483)  $ 87,452

 Purchase of 
 treasury stock       -       -        -         -     1      -          -
 Net Income           -       -        -       3,345   -       -       3,345
                   ------  ------  -------   -------  --    ------  --------
 Balance at Sept.
 30, 1994          10,349  $5,175  $71,417   $14,688  51    $(483)  $ 90,797

 Net Income           -       -        -       9,135   -       -       9,135
                   ------  ------  -------   -------  --    -----   ---------
 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
                   ======  ======  =======   =======  ==    ======  =========
</TABLE>



The accompanying notes are an integral part of the financial statements


                              -28-



                       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 51% 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, 1996, the Company had two
customers who individually accounted for approximately 20.5% and
17.6% of its citrus segment sales.  During the year ended September
30, 1995, the Company had two customers who individually accounted
for approximately 21.0% and 14.9% of its citrus segment sales.
During the year ended September 30, 1994, the Company had two
customers who accounted for approximately 30.9% and 10.3% of its
citrus segment sales.

     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 are stated at the lower of cost or
market.  The cost of inventories is principally determined on the
average cost method.  Costs of growing fruit are accounted for as
fruit-on-tree inventory.

     The Company has in the past utilized and may in the future
utilize the frozen concentrated orange juice ("FCOJ") futures market
to hedge inventories, anticipated inventory requirements, and sales
commitments.  The results of these transactions, designated and
effective as hedges, 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.

     Property and Equipment  -  Property and equipment is recorded
at cost less accumulated depreciation and amortization.
Depreciation and amortization are recognized principally using the
straight-line method in amounts adequate to depreciate and amortize
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 fruit-producing 
age, depreciated over the estimated life of the trees.

     Maintenance, repairs and minor renewals are charged to expense
as incurred while major renewals and improvements 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.

 
                                  -29-



     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 $3,674,000 as of September 30, 1996 and $3,297,000 as
of September 30, 1995.  Amortization is recognized over a 40-year
period using the straight-line method.  Management has evaluated the
Company's excess of cost over net assets of its acquired companies
and has determined that no adjustment is necessary as no material
impairment has occurred in the opinion of the Company.  In taking
this assessment the Company employs various methods including
comparing the carrying value of associated assets to their net
realizable value and analysis of anticipated profitability depending
upon the facts and circumstances.

     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.

     Reclassifications   -  Certain accounts may have been
reclassified in the 1995 and 1994 financial statements to conform to
the 1996 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.


     Future Application of Accounting Standards - In March 1995,
the Financial Accounting Standards Board ("FASB") issued SFAS 121.  
"Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to be Disposed Of" effective for financial statements with
fiscal years beginning after December 15, 1995.  Among other 
provisions, SFAS 121 requires that long-lived assets and certain 
identifiable intangibles to be held and used by an entity be reviewed
for impairment whenever events or changes in circumstances indicated 
that the amount of an asset may not be recoverable.  The Company 
anticipates the effect, if any, of apply SFAS No. 121 will not be
material and expects adoption in fiscal 1997.

    In October 1995, the Financial Accounting Standards Board 
issued SFAS 123, "Accounting for Stock-Based Compensation," 
effective for financial statements with fiscal years beginning
after December 15, 1995.  Among other provisions SFAS 123 
establishes a new, alternative method based on fair value for
accounting for stock-based compensation arrangements with
employees.  In addition, if any entity does not adopt the
new altenative method the statement requires disclosure in 
the footnotes of proforma net income and earnings per share
as if the fair value method had been adopted.  For the
fiscal year ending September 30, 1997 


                           -30-



and interim periods the Company had determined that it will 
not apply the new method of accounting for employee stock 
options but alternatively will provide the related 
footnote disclosure as required.

     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 approximates fair
market 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.
<TABLE>
<CAPTION>
Financial Instruments at                    
September 30, 1996           Carrying Amount          Fair Value
                                          (in thousands)
<S>                             <C>                  <C>
 Cash and cash equivalents       $ 1,508              $ 1,508
 Accounts and notes receivable    17,463               17,463
 Accounts payable                  5,493                5,493
 Variable rate long-term debt     21,086               21,086
 Fixed rate long-term debt                   
  with financial institutions     28,772               28,110
 Other long-term debt                460                  460
</TABLE>


     As of September 30, 1996 the Company was subjected to a
concentration of credit risk as a result of 4.6% of its trade
accounts receivable being due from companies affiliated with a
common ownership.  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 food service industries.  Management
believes the allowance for doubtful accounts is adequate under the
circumstances.

     As of September 30, 1996 the Company held contracts for FCOJ
futures positions and net options totaling approximately $752,000
and $285,000 with unrealized gains of approximately $37,000 and
$270,000 respectively.  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 deposits
requirements with brokers as of September 30, 1996 totaled $22,500
and vary with market price fluctuations.



                             -31-


2.   Receivables:
<TABLE>
<CAPTION>
     The major components of receivables as of September 30, 1996
and 1995 are summarized as follows (in thousands):

                                                     1996        1995
<S>                                               <C>         <C>
 Trade receivables                                 $14,174     $ 8,716
 7%-12.9% mortgage and promissory notes receivable   3,240       1,429
 Deposits with brokers, net                             (8)        394
 Other                                                 975         677
 Allowance for doubtful accounts                      (918)       (798)
                                                   --------    -------- 
 Net receivables                                    17,463      10,418
 Less non-current portion                            2,558         801
                                                   --------    --------
 Current receivables                               $14,905     $ 9,617
                                                   ========    ========
</TABLE>

3.   Inventories:
<TABLE>
<CAPTION>
     The major components of inventory as of September 30, 1996 and
1995, are summarized as follows (in thousands):

                            1996        1995
<S>                       <C>         <C>
 Finished goods            $28,634     $24,086
 Fruit-on-tree inventory     9,626       7,952
 Other                       3,888       4,029
                           -------     -------
 Total                     $42,148     $36,067
                           =======     =======
</TABLE>

4.   Property and Equipment:
<TABLE>
     The major components of property and equipment as of September
30, 1996 and 1995 are summarized as follows (in thousands):


                                                         Estimated
                                         1996     1995   Useful Life
                                                         Years
<S>                                   <C>      <C>        <C>
 Land and improvements                 $ 5,761  $  5,466   5 to 30
 Citrus groves                          91,697    90,002     33
 Buildings and improvements              7,094     6,913  10 to 33
 Machinery and equipment                43,250    37,177   3 to 20
 Construction in progress               11,797     3,505
                                      ________  ________                   
                                       159,599   143,063
 Less accumulated depreciation and                       
  amortization                          39,061    35,278
                                      --------  --------
 Total                                $120,538  $107,785
                                      ========  ========
</TABLE>

<TABLE>
<CAPTION>
     The Company leases equipment under both short and long term
operating leases.  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> 
     1997         $1,747,000
     1998         $1,720,000
     1999         $  874,000
     2000         $  266,000
     2001         $  266,000
</TABLE>


                           -32-


     Rent expense charged to operations amounted to approximately
$1,880,000 for the year ended September 30, 1996, $1,160,000 for the
year ended September 30, 1995, and $1,217,000 for the year ended
September 30, 1994.

5.   Accrued Liabilities:
<TABLE>
<CAPTION>

     The major components of accrued liabilities as of September 30,
1996 and 1995 are summarized as follows (in thousands):

                                     1996       1995
<S>                                <C>         <C>
 Taxes                             $ 1,841     $ 1,046
 Amounts due inventory suppliers     6,651       6,904
 Other                               3,505       3,368
                                   -------     -------
 Total                             $11,997     $11,318
                                   =======     =======
</TABLE>
  
6.   Income Taxes:
<TABLE>
<CAPTION>
     Total income tax expense for the years ended September 30,
1996, 1995 and 1994 was allocated as follows (in thousands):

                                     1996       1995          1994
<S>                                 <C>         <C>          <C>
 Income from continuing operations  $4,396      $5,641       $2,493
 Discontinued operations               -           -           (205)
                                    ------      ------       -------
 Total                              $4,396      $5,641       $2,288
                                    ======      ======       =======
</TABLE>

<TABLE>
<CAPTION>
     Income tax expense attributable to income from continuing
operations for the years ended September 30, 1996, 1995 and 1994
consisted of the following (in thousands):

                                 Current    Deferred  Total
<S>                               <C>        <C>       <C>
 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
                                   ======     =======   ======
 Year ended September 30, 1995                      
   U.S. federal                    $3,334     $2,047    $5,381
   State and local                     39        221       260
                                   ------     -------   ------
 Total                             $3,373     $2,268    $5,641
                                   ======     =======   ======
 Year ended September 30, 1994                      
   U.S. federal                    $  364     $1,782    $2,146
  State and local                      14        333       347
                                   ------     -------   ------
 Total                             $  378     $2,115    $2,493
                                   ======     =======   ======
</TABLE>


                              -33-
<TABLE>
<CAPTION>

     Income tax expense attributable to income from continuing
operations was $4,396,000, $5,641,000, and $2,493,000, for the years
ended September 30, 1996, 1995, and 1994, respectively, and differs
from the amounts computed by applying the U.S. federal income tax
rate of 34% to pretax income from continuing operations as a result
of the following (in thousands):

                                        1996      1995      1994
<S>                                   <C>       <C>        <C> 
Computed "expected tax expense         $4,926    $5,024     $2,001
Increase (reduction) in income                            
taxes resulting from:
 Change in the beginning-of-the-year
  balance of the valuation allowance                               
  for deferred tax assets allocated    
  to income tax expense(benefit)       (1,284)      222        -
 Loss on foreign operations                65        40         92
 Amortization of goodwill and other       128       103        133
 State and local income taxes, net                        
  of federal income tax benefit           416       247        229
 Other, net                               145         5         38
                                       -------   ------     ------ 
Total                                  $4,396    $5,641     $2,493
                                       ======    ======     ======
</TABLE>

     The reduction of $1,284,000 during fiscal 1996 in the valuation
allowance for a deferred tax asset reflects management's estimate
that the Company is more likely than not to receive benefit from
a portion of the investment tax credit carryforwards which will 
expire in 1997 and thereafter.
<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, 1996 and 1995 are presented below (in
thousands):
                                              1996        1995
<S>                                         <C>         <C>
 Deferred tax assets:                                   
  Allowance for doubtful accounts             $    345     $    300
  Capitalized inventory costs                       84           45
  Reserve on carrying value of property                 
   and equipment                                   258          258
  Accrued reserves and expenses                    737          916
  Valuation reserve                              1,351        1,351
  Net operating loss carryforwards                 426        2,181
  Investment tax credit carryforwards            1,703        1,703
  Alternative minimum tax credit carryforwards     606          606
                                              ---------    ---------
  Total gross deferred tax assets                5,510        7,360
  Less valuation allowance                      (1,770)      (3,054)
                                              ---------    ---------
   Net deferred tax assets                    $  3,740     $  4,306
                                              ---------    ---------
 Deferred tax liabilities:                              
  Plant and equipment, principally due to               
   allocation of purchase price of                      
   businesses acquired and to differences in  
   depreciation and capitalized interest       (24,786)     (24,880)
  Fruit-on-tree inventory                           -          (832)
  Other                                            (35)        (179)
                                              ---------    ---------
   Total gross deferred tax liabilities        (24,821)     (25,891)
                                              ---------    ---------
  Net deferred tax liability                  $(21,081)    $(21,585)
                                              =========    =========
</TABLE>

     The valuation allowances for deferred tax assets as of
September 30, 1994 was $2,832,000.  The net change in the total
valuation allowance for the years ended September 30, 1995 and 1996
was an increase of $222,000 and a decrease of $1,284,000,
respectively.  The Company anticipates that the net operating loss



                         -34-




carryforward at September 30, 1996 will be utilized by the reversal
of timing differences.

     Income taxes paid amounted to approximately $4,256,000,
$3,460,000, and $321,000 and for the years ended September 30, 1996,
1995 and 1994 respectively.

     For tax reporting purposes as of September 30, 1996, the
Company had unused net operating loss carryforwards of approximately
$1,132,000 and investment tax credit carryforwards of approximately
$1,703,000 which expire in varying amounts through the year 2002. In
addition, the Company has alternative minimum tax credit
carryforwards of approximately $606,000 which are available to
reduce future federal regular income taxes, if any, over an
indefinite period.

7.   Notes Payable to Banks and Long-term Debt:
<TABLE>
<CAPTION>
     Notes payable to banks and long-term debt as of September  30,
1996 and 1995 consisted of the following (in thousands):


                                                 1996         1995
<S>                                           <C>          <C>
 Mortgage notes payable bearing interest                 
 6.75% to 7.65% due in varying
 installments through 2003                     $28,105      $15,190
                                                        
 Working capital line of credit bearing a                
 variable rate of interest based upon the                
 financial institution's cost of funds, 
 due in April 1998                              21,086        17,094
                                                        
 Mortgage note payable bearing interest at               
 7% due semi-annually, principal due                     
 annually through January 2009                     667          710
                                                        
 Grove purchase installment notes, bearing               
 interest at 7% to 8% due in varying                     
 installments through August 2005                  460          352
                                               -------      -------
                                               $50,318      $33,346
                                                         
 Less current installments on long-term                  
 debt and note payable to bank                   3,655        2,094
                                               -------      -------
 Total                                         $46,663      $31,252
                                               =======      =======
</TABLE>

<TABLE>
<CAPTION>
     Principal payments for the years subsequent to 1997 are as
follows (in thousands):
          <S>             <C>
           1998            $28,341
           1999            $ 2,822
           2000            $ 2,771
           2001            $ 5,137
           Thereafter      $ 7,592
</TABLE>
     As of September 30, 1996 the Company had a $40 million working
capital facility with an outstanding balance of $21,086,000 with
additional available borrowings of approximately $13,673,000.  As of
September 30, 1996 the Company also had additional available short-
term borrowings of $10,000,000 under its revolving line of credit.



                           -35-

     Interest paid net of amounts capitalized was approximately
$1,949,000, $1,670,000, and $1,724,000, for the years ended September
30, 1996, 1995, and 1994, respectively.  Interest capitalized was
approximately $742,000, $661,000, and $543,000, for the years ended
September 30, 1996, 1995, and 1994, respectively.

8. Nonrecurring Gains And Losses:

     The Company incurred property damage as a result of a fire
during the third quarter of fiscal 1995 which destroyed certain
equipment at the Bartow processing facility.  This event did not
materially affect the continuing operations of the Company.  The
Company maintains insurance for both property damage at replacement
value  and business interruption applicable to its production
facilities.  As a result the Company was awarded approximately
$903,000 to date, including $453,000 in excess of book value for
property damage during the third quarter of fiscal 1995 which is
included in "Gain on disposition of property and equipment" and
$450,000 during the fourth quarter of fiscal 1995 for business
interruption which is included in "Other" income on the Consolidated
Statement of Operations.  Additionally, the Company provided an
additional charge of $591,000 during the fourth quarter of fiscal
1995 in "Other" expense as a valuation allowance against certain
properties and equipment.

9.   Discontinued Operations:

     During the second quarter of 1993, the Company decided to sell
the Petroleum Division comprised of Frank Carroll Oil Company.  This
decision resulted in a charge of $513,000 including a write down of
the operating assets to their estimated net realizable value, and an
accrual for estimated operating losses through the anticipated phase
out period.  These charges were disclosed on the Consolidated
Statements of Operations as a loss on disposal of the Petroleum
Division during fiscal 1993.  The subsequent sale of the Petroleum
Division in September 1994 resulted in a gain of approximately
$68,000.

     Additionally, the Consolidated Statement of Operations for
fiscal 1994 excludes all components of profit or loss of the
Petroleum Division from continuing operations.  The effect of these
items has been reclassified net of the applicable tax effect as
"Discontinued Operations:  Loss from operations of discontinued
Petroleum Division". See Note 16 for disclosure of selected
components of the Petroleum Division.  A sale of the stock of Frank
Carroll Oil Company was completed effective September  30, 1994.
Proceeds from the sale of the stock totaled approximately $966,000 
in cash and notes.

10.  401k Plan:

     The Company has 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.  Employees
who have completed the required service (as defined) are eligible to
participate in an employer matching contribution.  The Company
contributed approximately $61,000, $54,000, and $15,000 under the
Plan for the years ended September 30, 1996, 1995, and 1994,
respectively.  The Company also accrued approximately $78,000 during
fiscal 1996 for contributions to the Plan for the 1996 Plan year.
In  December 1990, the assets of the Employees Stock Ownership Trust
("ESOT") were merged into the Plan.  At September 30, 1996 the Plan
held approximately 0.5% of the outstanding common stock of the
Company.



                           -36-



11.  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 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 $698,000 and
$495,000 to the Profit Sharing Plan during fiscal 1996 and 1995,
respectively, which represented discretionary contributions for the
1995 and 1994 Profit Sharing Plan years, respectively.  In addition,
the Company accrued approximately $764,000 during fiscal 1996 to be
contributed to the Profit Sharing Plan for the 1996 Plan year.

12.  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 accrued liability for
these additional retirement benefits at September 30, 1996 was
approximately $316,000.

13.  Stock Options:

     In 1984, the Company adopted an incentive stock option plan
(the 1984 Plan) which provided for the granting of ten-year options
to purchase up to 75,000 shares of common stock.  Effective in
November 1994 options could no longer be issued under this Plan.  As
of December 1, 1995 all options issued under this Plan had expired.

     In April 1987, the Company adopted an Employee Stock Option
Plan (the 1987 Plan) under which a committee of the Board of
Directors may grant either incentive stock options ("ISOs") or 
non-qualified stock options.  The 1987 Plan provides that ISOs 
and non-qualified options may be granted 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 or to be issued  under  the
1987  Plan is at least 100% of the fair market value on the date of
grant.  The options granted to purchase shares generally become
exercisable on a cumulative basis at 33-1/3% each year, commencing
with the second year.  Upon the change of control in May 1992 when
Stoneridge sold its 52% interest in the Company to Ben Hill Griffin,
Inc. and an affiliate, all the options granted up to that date under
the 1987 Plan became exercisable.


                          -37-


<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, 1993      395,800     $5.4375-$10.00
  Granted                     -          -
  Exercised                   -          -
  Expired                     500     $9.625-$10.00
 Outstanding at                   
 September  30, 1994      395,300     $5.4375-$10.00
  Granted                     -          -
  Exercised                   -          -
  Expired                 351,200     $5.4375-$10.00
 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

</TABLE>

Options granted under the 1987 Plan expire at various dates through
August 2001.

14.  Related Party Transactions:

     Ben Hill Griffin, Inc., and an affiliate collectively held
approximately 51% majority ownership of Orange-co, Inc. as of
September 30, 1996.  Ben Hill Griffin, Inc. is a privately owned
agribusiness corporation located in Frostproof, Florida.

     During the fiscal year ended September 30, 1996 the Company had
incurred an estimated $6,323,000 in fruit participation cost from
fruit purchased from its parent, Ben Hill Griffin, Inc.  Of that
amount approximately $3,212,000 was paid as of September 30, 1996
with the accrued balance of $3,111,000 to be paid by March 1, 1997.
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, 1995 the
Company incurred a total of $6,557,000 in fruit participation cost
from fruit purchased from its parent, Ben Hill Griffin, Inc.  As of
September 30, 1995 a total of $2,948,000 had been paid against this
amount and an estimated balance of $3,609,000 was accrued to be paid
on March 1, 1996.  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
$2,862,000, $2,451,000 and $1,935,000 to Ben Hill Griffin, Inc. for
other goods and services, principally the purchase of fertilizer and
citrus trees at prices approximating market, during fiscal 1996,
1995 and 1994, respectively.


                        -38-


<TABLE>
<CAPTION>
15.  Interim Financial Information (unaudited):
          (in thousands except per share amounts)

                                        Gross                     Earnings
 Quarters Ended           Sales         Profit     Net Income(1)  Per Share
<S>                    <C>             <C>        <C>            <C>  
 Fiscal 1996                                         
  September 30, 1996    $ 33,751        $ 6,596    $ 3,329        $  .32
  June 30, 1996           34,023          5,364      2,476           .24
  March 31, 1996          28,006          5,058      2,242           .22
  December 31, 1996       23,350          4,738      2,044           .20
                        --------        -------    -------        ------
                        $119,130        $21,756    $10,091        $  .98
                        ========        =======    =======        ======
 Fiscal 1995                                         
  September 30, 1995    $ 24,449        $ 5,215    $ 2,005        $  .19
  June 30, 1995           26,764          6,018      3,348           .33
  March 31, 1995          29,539          6,361      3,004           .29
  December 31, 1994       30,573          2,520        778           .08
                        --------        -------    -------        ------
                        $111,325        $20,114    $ 9,135        $  .89
                        ========        =======    =======        ======
</TABLE>
<F1>
(1)  See Note 8 of the Notes to the Consolidated Financial
Statements "Nonrecurring Gains and Losses" for the fourth quarter
1995 adjustments.

16.  Business Segments:
<TABLE>
<CAPTION>

     Segment financial data for the years ended September 30, 1996,
1995, and 1994 except for total assets which are as of September 30,
1996, 1995, and 1994 are as follows (in thousands):

                                                     Petroleum  
                                                     and        
                                                     Related
                               Year         Citrus   Products   Total
<S>                            <C>        <C>         <C>       <C>
 Sales                          1996       $119,130       -      $119,130
                                1995        111,325       -       111,325
                                1994         76,756    12,986      89,742
                                                          
 Operating profit               1996         16,563       -        16,563
                                1995         15,517       -        15,517
                                1994          7,059       -         7,059
                                                          
 Total assets                   1996        199,695       -       199,695
                                1995        171,441       -       171,441
                                1994        169,404       -       169,404
                                                          
 Depreciation and amortization  1996          4,972       -         4,972
                                1995          4,300       -         4,300
                                1994          3,816       154       3,970
                                                          
 Capital Expenditures           1996         18,498       -        18,498
                                1995         10,249       -        10,249
                                1994         11,077        23      11,100

</TABLE>

Intersegment sales approximate market and are not significant.


                          -39-


<TABLE>
<CAPTION>
    RECONCILIATION OF OPERATING PROFIT TO INCOME BEFORE INCOME TAXES:


                              Fiscal Years Ended
                                September 30,   September 30,    September 30,
                                    1996            1995             1994
<S>                                <C>            <C>               <C>
 Operating profit                   $16,563        $15,517           $7,059
 Gain on disposition of                               
  property and equipment                 22          1,026              484
 Interest                            (2,063)        (1,620)          (1,693)
 Other income (expense)                 (35)          (147)              36
                                    --------       --------          -------
 Income from continuing                               
  operations before income taxes    $14,487        $14,776           $5,886
                                    ========       ========          =======
</TABLE>

Sales to foreign countries accounted for 8.3% and 13.6% of the
Company's citrus segment sales during fiscal 1996 and 1995,
respectively.


                         -40-

<TABLE>
<CAPTION>
              ORANGE-CO, INC. AND SUBSIDIARIES
        SCHEDULE VIII - ALLOWANCE FOR DOUBTFUL ACCOUNTS
      FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
                           (in thousands)

Column A                  Column B    Column C   Column D     Column E
                                      Additions              
                          Balance @   Charged                 Balance @
                          Beginning   to                      End of 
 Description              of Period   Expense    Deductions   Period
                                                        
<S>                      <C>         <C>        <C>          <C>
 Year ended                                              
  September 30, 1996     $798         $120       $ -          $918
                                                        
 Year ended                                               
  September 30, 1995     $686         $120       $   8        $798
                                                        
 Year ended                                              
  September 30, 1994     $744         $140       $ 198        $686
                                                        
</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 1997 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 1997 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 1997 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 1997 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 23 herein.

          (2)  The financial statement schedule required to be filed
herewith are listed on Page 23 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 23 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 19, 1996              By:/s/ Gene Mooney
                                         Gene Mooney
                                         President and
                                         Chief Operating Officer
                                  
                                  
                                  
                                  
Date:  December 19, 1996              By:/s/ Dale A. Bruwelheide
                                         Dale A. Bruwelheide
                                         Vice President and
                                         Chief Financial 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 19, 1996          /s/ B. H. Griffin, III
                                  -------------------------------
                                      B. H. Griffin, III
                                      Chairman, CEO and Director
                                  
                                  
Date:  December 19, 1996          /s/ John R. Alexander
                                  --------------------------------
                                      John R. Alexander
                                      Director
                                  
                                  
Date:  December 19, 1996          /s/ Richard A. Coonrod
                                  ---------------------------------
                                      Richard A. Coonrod
                                      Director
                                  
                                  
Date:  December 19, 1996          /s/ Paul E. Coury, MD
                                  ---------------------------------  
                                      Paul E. Coury, MD
                                      Director
                                  
                                  
Date:  December 19, 1996          /s/ George W. Harris, Jr.
                                  --------------------------------- 
                                      George W. Harris, Jr.
                                      Director
                                  
                                  
Date:  December 19, 1996          /s/ Dr. W. Bernard Lester
                                  --------------------------------- 
                                      Dr. W. Bernard Lester
                                      Director
                                  
                                  
Date:  December 19, 1996          /s/ Gene Mooney
                                  ----------------------------------
                                      Gene Mooney
                                      Director
                                  
                                  
Date:  December 19, 1996          /s/ C. B. Myers, Jr.
                                  ----------------------------------
                                      C. B. Myers, Jr.
                                      Director
                                  
                                  
Date:  December 19, 1996          /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, 1996                          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-


                      EXHIBIT INDEX                                  
                                                          Sequential
Exhibit No.       Description of Exhibits                  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 filed as    
             Exhibit 3.2 to the Company's Annual Report on
             Form 10-K for the year ended September 30,
             1992 and incorporated herein by reference.
                                                          
10.1         Orange-co, Inc. Management Incentive Plan      
             filed as Exhibit 10m to Stoneridge Resources,
             Inc.'s Registration Statement No. 33-24085 on
             Form S-1 and incorporated herein by
             reference.
                                                          
10.4         Orange-co, Inc. 1984 Incentive Stock Option    
             Plan, as amended filed as Exhibit 10.10 to
             the Company's Registration Statement No.
             33-16935, as amended, on Form S-1 and
             incorporated herein by reference.
                                                          
10.5         Orange-co, Inc. 1987 Employee Stock Option     
             Plan, as amended filed as Exhibit 10.5 to the
             Company Annual Report on Form 10-K  for  the
             year ended September 30, 1992 and
             incorporated herein by reference.
                                                          
10.8         Orange-co of Florida, Inc. Deferred            
             Compensation Plan effective December 1, 1988
             originally filed as Exhibit 10.11 to the
             Company's Annual Report on Form 10-K for the
             fiscal year ended August 31,1989 as amended
             through December 15, 1994.  and incorporated
             herein by reference.
                                                          
10.11        Stock Purchase Agreement between Stoneridge    
             Resources Inc., Ben Hill Griffin, Inc. and
             Ben Hill Griffin, III, dated as of April 9,
             1992 filed as Exhibit (2) to the Company's
             Form 8-K filed May 28, 1992 and incorporated
             herein by reference.
                                                          
10.12        Loan Agreement between Orange-co, Inc.,
             Orange- co of Florida, Inc. and Farm Credit of
             Southwest Florida, ACA, dated April 10, 1993
             and filed as Exhibit 10.12 on Form 10-Q for
             the fiscal quarter ended March 31, 1993 and
             incorporated herein by reference.
                           

                         -47-


                   EXHIBITS INDEX                                 
                                                          Sequential
Exhibit No.          Description of Exhibits               Page No.
No.
                                                          
10.13       Amended and Restated Florida Mortgage          
            Security Agreement and Spreader Agreement
            between Orange-co of Florida, Inc. and John
            Hancock Mutual Life Insurance Company, dated
            April 21, 1993; Renewal Note between Orange-
            co of Florida, Inc. and John Hancock Mutual
            Life Insurance Company dated April 21, 1993
            filed as Exhibit 10.13 on Form 10-Q for the
            fiscal quarter ended March 31, 1993 and
            incorporated herein by reference.
                                                          
10.14       Loan Agreement By and Among Orange-co, Inc.    
            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 filed as Exhibit 10.14 on
            Form 10-Q for the fiscal quarter ended June
            30, 1993 and incorporated herein by reference.
                                                          
10.15       Thermal Energy Sales Agreement By and Between  
            Orange-co of Florida, Inc. and AP Cogen Ltd.,
            dated May 27, 1993 and filed as Exhibit 10.15
            on Form 10-Q for the fiscal quarter ended
            June 30, 1993 and incorporated herein by
            reference.
                                                          
10.16       Stock Purchase Agreement By and Between W.     
            Eugene Hays and George M. Nagel Jr. and
            Orange-co of Florida, Inc. for the purchase
            of the stock of International Fruit, Inc.,
            dated August 2, 1993 and filed as Exhibit
            10.16 on Form 10-Q for the fiscal quarter
            ended June 30, 1993 and incorporated herein
            by reference.
                                                          
10.17       Orange-co of Florida, Inc. Management          
            Security Plan effective October 1, 1993 filed
            as Exhibit 10.17 on Form 10-Q for the fiscal
            quarter ended December 31, 1993 and
            incorporated herein by reference.
                                                          
10.18       The First Amendment to the Loan Agreement By   
            and Among Orange-co, Inc. and SunBank,
            National Association for a Revolving Lined 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.


                             -48-


                     EXHIBITS INDEX                                 
                                                          Sequential
Exhibit No.        Description of Exhibits                 Page No.
                                                          
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 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.
                                                          
10.22       The Fourth Amendment to the Loan Agreement By  
            and Among Orange-co, Inc., Orange-co of
            Florida, Inc. and SunTrust Bank, Central
            Florida, National Association F/K/A SunBank,
            National Association for a Revolving Line of
            Credit dated January 23, 1996 and filed as
            Exhibit 10.22 on Form 10-Q for the fiscal
            quarter ended December 31, 1995 and
            incorporated herein by reference.
                                                          
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.
                                                          
10.26       Consolidated Amended and Restated Florida          51
            Mortgage and Security Agreement between John
            Hancock Mutual Life Insurance Company and
            Orange-co of Florida, Inc. dated August 13,
            1996.
                                                          
16          Change in Accountants from Coopers & Lybrand   
            to KPMG Peat Marwick as filed on the
            Company's Form 8K on August 4, 1992 and
            incorporated herein by reference.
                                                          
21          Subsidiaries of the Company.                       72
                                                          
24.1        Consent letter from KPMG Peat Marwick LLP.         73
           


                            -49-



                      EXHIBITS INDEX                                 
                                                          Sequential
Exhibit No.         Description of Exhibits                Page No.
No.
                                                          
27          Financial Data Schedule (Electronic Filing     
            Only)
                                                          
99.1        Orange-co of Florida, Inc. Profit Sharing      
            Plan and Trust Agreement effective January 1,
            1987, as amended and restated on January 1,
            1989, including amendments through October
            14, 1993 filed as Exhibit 99.1 on Form 10K
            for the fiscal year 1993 and incorporated
            herein by reference.
                                                           
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    
            of Orange-co of Florida, Inc. effective
            January 1, 1993 and incorporated herein by
            reference.


                           -50-