As filed with the Securities and Exchange Commission on 
                             January 13, 1999
                           Registration No. 333-               
	

	             SECURITIES AND EXCHANGE COMMISSION
	                    Washington, D.C. 20549
	
	                           FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933
	
                               ALICO, INC.
       (Exact name of registrant as specified in its charter)


            Florida                                59-0906081   
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)               Identification Number)

                    P. O. Box 338, La Belle, FL  33975
     (address, including zip code, of principal executive offices)
	
                  Alico, Inc. 1998 Incentive Equity Plan
                        (Full title of the plan)
	
                         Ben Hill Griffin, III
                  P. O. Box 338, La Belle, FL  33975
                             (941)675-2966
       (Name, address and telephone number, including area code, 
                         of agent for service)
	
  Copies of all communications, including copies of all communications
             sent to agent for service, should be sent to:

                        David C. Shobe, Esquire
                     Fowler, White, Gillen, Boggs,
                       Villareal and Banker, P.A.
                501 East Kennedy Boulevard, Suite 1700
                         Tampa, Florida  33602
	
	              CALCULATION OF REGISTRATION FEE
____________________________________________________________________________
                  
Title of each  Amount to be      Proposed       Proposed maximum  Amount of   
 of class of    registered   maximum offering      aggregate    registration    
securities to                price per share    offering price(1)    fee  
be registered
____________________________________________________________________________

Common Stock,    650,000         $18.125          $11,781,250     $3,275.19  
   par value      shares
$1.00 per share 

(1)  Estimated solely for purposes of calculating the registration fee    
     pursuant to Rules 457(h) and 457(c) based on the average of the high
     and low prices of the common stock of the Company as reported on
     January 11, 1999 on the NASDAQ stock market.


	

	                               PART II
	         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been previously filed by Alico, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby 
incorporated by reference into this Registration Statement as of their 
respective dates:

     (a)  Annual Report on Form 10-K for the fiscal year ended August 31,
          1998;

     (b)  All other reports filed by the Company pursuant to Section 13(a)
          or 15(d) of the Exchange Act since the end of the fiscal year 
          covered by the documents of the Company referred to in (a) above.

     (c)  The Description of the Company's Common Stock which is contained
          in the Company's Registration Statement on Form 8-A, including 
          all amendments or reports filed for the purpose of updating such 
          description.

     In addition, all documents filed by the Company pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof 
and prior to the filing of a post-effective amendment which indicates that 
all securities offered have been sold or which deregisters all securities 
then remaining unsold, shall be deemed to be incorporated by reference in 
the registration statement and to be a part thereof from the date of filing 
of such documents.


Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     The Florida Business Corporation Act (the "Florida Act") permits a 
Florida corporation to indemnify a present or former director or officer 
of the corporation (and certain other persons serving at the request of 
the corporation in related capacities) for liabilities, including legal 
expenses, arising by reason of service in such capacity if such person 
shall have acted in good faith and in a manner he reasonably believed to 
be in or not opposed to the best interests of the corporation, and in any 
criminal proceeding if such person had no reasonable cause to believe his
conduct was unlawful. However, in the case of actions brought by or in the 
right of the corporation, no indemnification may be made with respect to 
any matter as to which such director or officer shall have been adjudged 
liable, except in certain limited circumstances.

     The registrant's Bylaws provide that the registrant shall indemnify 
directors and officers against expenses, costs and liabilities actually 
and necessarily incurred or paid in connection with the defense of any 
action or proceeding in which they are made a  party by reason of their 
being or having been a director or officer of the Company except in
relation to matters as to which the director or officer shall be adjudged 
in such action, suit or proceeding to be liable for negligence or misconduct
in the performance of their duties as a director or officer.


Item 7.  Exemption from Registration Claimed.

     Not applicable.


Item 8.  Exhibits.

     The following documents are filed as exhibits to this Registration 
Statement:

     4.1   Alico, Inc. 1998 Incentive Equity Plan.

     5.1   Opinion of Fowler, White, Gillen, Boggs, Villareal and Banker, 
           P.A., as to the legality of the securities being registered.

     23.1  Consent of Fowler, White, Gillen, Boggs, Villareal and Banker,
           P.A. (appears in its opinion filed as Exhibit 5.1).

     23.2  Consent of KPMG LLP.


Item 9.  Undertakings.

     (a)   The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are 
                being made, a post-effective amendment to this registration
                statement:

                (i)    to include any prospectus required by Section 10(a)
                       (3) of the Securities Act of 1933;

		    (ii)   to reflect in the prospectus any facts or events 
                       arising after the effective date of the registration 
                       statement (or the most recent post-effective 
                       amendment thereof) which, individually or in the 
                       aggregate, represent a fundamental change in the 
                       information set forth in the registration statement;

                (iii)  to include any material information with respect to 
                       the plan of distribution not previously disclosed in 
                       the registration statement or any material change to 
                       such information in the registration statement;

                provided, however, that subparagraphs (i) and (ii) do not 
                apply if the information required to be included in a 
                post-effective amendment by those subparagraphs is contained
                in periodic reports filed by the registrant pursuant to 
                Section 13 or 15(d) of the Securities Exchange Act of 1934 
                that are incorporated by reference in the registration 
                statement.

          (2)   That, for the purpose of determining any liability under the 
                Securities Act of 1933, each such post-effective amendment 
                shall be deemed to be a new registration statement 
                to the securities offered thereof.

          (3)   To remove from registration, by means of a post-effective 
                amendment, any of the securities being registered which 
                remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes 
          of determining any lability under the Securities Act of 1933, 
          each filing of the registrant's annual report pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 that is 
          incorporated by reference in the registration statement shall be 
          deemed to be a new registration statement relating to the 
          securities offered therein, and the offering of such securities 
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the 
          Securities Act of 1933 may be permitted to directors, officers 
          and controlling persons of the registrant pursuant to the 
          provisions described in Item 6, or otherwise, the registrant has
          been advised that in the opinion of the Securities and Exchange 
          Commission such indemnification is against public policy as 
          expressed in such Act and is, therefore, unenforceable.  In the 
          event that a claim for indemnification against such liabilities 
          (other than the payment by the registrant of expenses incurred or
          paid by a director, officer, or controlling person of the 
          registrant in the successful defense of any action, suit or 
          proceeding) is asserted by such director, officer or controlling 
          person in connection with the securities being registered, the 
          registrant will, unless in the opinion of its counsel the matter 
          has been settled by controlling precedent, submit to a court of 
          appropriate jurisdiction the question whether such indemnification
          by it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.




                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of La Belle, State of Florida, on 
the 13th day of January, 1999.

                                            Alico, Inc.


                                                BEN HILL GRIFFIN, III
                                            By:____________________________	
                                               Ben Hill Griffin, III
                                               Chairman of the Board
                                               and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated as of the 13th day of January, 1999.


                                                BEN HILL GRIFFIN, III
                                            By:____________________________
                                               Ben Hill Griffin, III
                                               Chairman and        
                                               Chief Executive Officer

                                                L. CRAIG SIMMONS
                                            By:____________________________	
                                               L. Craig Simmons
                                               Vice President and    
                                               Chief Financial Officer 
                                                







     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.

       Signature                    Title                      Date

BEN HILL GRIFFIN, III                                  JANUARY 13, 1999
________________________    Ben Hill Griffin, III      ____________________     
                            Chairman of the Board;
                            Chief Executive Officer;
                            Director           
W. BERNARD LESTER                                      JANUARY 13, 1999
________________________    W. Bernard Lester          ____________________
                            President; 
                            Chief Operating Officer;                 
                            Director
RICHARD C. ACKERT                                      JANUARY 13, 1999
________________________    Richard C. Ackert          ____________________
                            Director

J.C. BARROW                                            JANUARY 13, 1999
________________________    J. C. Barrow, Jr.          ____________________
                            Director

WILLIAM L. BARTON                                      JANUARY 13, 1999
________________________    William L. Barton          ____________________
                            Director

WALKER E. BLOUNT                                       JANUARY 13, 1999
________________________    Walker E. Blount, Jr.      ____________________
                            Director

BEN HILL GRIFFIN, IV                                   JANUARY 13, 1999
________________________    Ben Hill Griffin, IV       ____________________
                            Director

K. E. HARTSAW                                          JANUARY 13, 1999
________________________    K. E. Hartsaw              ____________________
                            Director

THOMAS E. OAKLEY                                       JANUARY 13, 1999
________________________    Thomas E. Oakley           ____________________
                            Director
















                            INDEX TO EXHIBITS

												
Exhibit											
Number                   Description of Exhibits
_______                  _______________________

			          

 4.1			Alico, Inc. 1998 Incentive Equity Plan.


 5.1			Opinion of Fowler, White, Gillen, Boggs, Villareal 
                       and Banker, P.A., as to the legality of the 
                       securities being registered.


23.1			Consent of Fowler, White, Gillen, Boggs, Villareal 
                       and Banker, P.A. (appears in its opinion filed 
                       as Exhibit 5.1).


23.2			Consent of KPMG LLP.  Filed with this Registration 
                       Statement.














































                                     EXHIBIT 4.1



                                     ALICO, INC.
                              1998 INCENTIVE EQUITY PLAN

                                       ARTICLE I
                                      DEFINITIONS

As used herein, the following terms have the meanings hereinafter set forth 
unless the context clearly indicates to the contrary:

(a)  "Affiliate" shall mean any entity other than the Company and its 
Subsidiaries which the Board designates as an "Affiliate" for purposes of 
this Plan.

(b)  "Agreement" shall mean an agreement between the company and a 
Participant pursuant to which the terms and conditions of any Options, SARs
or Restricted Stock granted to such Participant are specified.

(c)  "Board" shall mean the Board of Directors of the Company.

(d)  "Code" shall mean the United States Internal Revenue Code of 1986, as 
amended, including effective date and transition rules (whether or not 
codified). Any reference herein to a specific section or sections of the 
Code shall be deemed to include a reference to any corresponding provision 
of future law.

(e)  "Company" shall mean ALICO, INC., a Florida corporation, and any 
successor to it.

(f)  "Director" shall mean a member of the Board.

(g)  "Employee" shall mean any employee of the Company or any Subsidiary of 
the Company, and any Director who also serves as an Officer and whose duties
as such involve a significant time commitment beyond that associated with 
preparation for and attendance at meetings of the Board and committees 
thereof.

(h)  "Employer" shall mean the corporation that employs an Optionee.

(i)  "Fair Market Value" of the shares of Stock on any date shall mean:

     (i)  the closing sales price, or in the absence thereof, the mean of 
the last reported bid and asked quotations, on such date on the exchange 
having the greatest volume of trading in the shares during the thirty-day 
period preceding such date (or if such exchange was not open for trading on 
such date, the next preceding date on which it was open); or

     (ii)  if there is no price as specified in (i), the final reported 
sales price, or if not reported, in the following manner, the mean of the 
closing high bid and low asked prices, in the over-the-counter market for 
the shares as reported by The Nasdaq National Market or, if such 
organization is not in existence, by an organization providing similar 
services, on such date (or if such date is not a date for which such system 
or organization generally provides reports, then on the next preceding date 
for which it does so); or

     (iii)  if there also is no price as specified in (ii), the price 
determined by the Board by reference to bid-and-asked quotations for the 
shares provided by members of an association of brokers and dealers 
registered pursuant to subsection 15(b) of the 1934 Act, which members make
a market in the shares, for such recent dates as the Board shall determine 
to be appropriate for fairly determining current market value; or

     (iv)  if there also is no price as specified in (iii), the amount 
determined in good faith by the Board based on such relevant facts, which 
may include opinions of independent experts, as may be available to the 
Board.

(j)  "ISO" shall mean an Option that complies with and is subject to the 
terms, limitations and conditions of Code section 422 and any regulations 
promulgated with respect thereto.

(k)  "1934 Act" shall mean the Securities Exchange Act of 1934, as the same
may be amended from time to time.

(l)  "Officer" shall mean a person who constitutes an officer of the Company
for the purposes of Section 16 of the 1934 Act, as determined by reference 
to such Section 16 and to the rules, regulations, judicial decisions, and 
interpretative or "no-action" positions with respect thereto of the 
Securities and Exchange Commission, as the same may be in effect or set 
forth from time to time.

(m)  "Option" shall mean a contractual right to purchase Stock granted 
pursuant to the provisions of Article VI hereof.

(n)  "Optionee" shall mean a person to whom an Option has been granted 
hereunder.

(o)  "Option Price" shall mean the price at which an Optionee may purchase 
a share of Stock pursuant to an Option.

(p)  "Parent" shall mean any corporation (other than the corporation with 
respect to which the determination is being made) in an unbroken chain of 
corporations ending with the corporation with respect to which the 
determination is being made if, at the time of the grant (or modification) 
of the Option, each of the corporations other than the corporation with 
respect to which the determination is being made owns stock possessing 50% 
or more of the total combined voting power of all classes of stock in one 
of the other corporations in such chain.

(q)  "Participant" shall mean a person to whom an Option, SAR or Stock 
Appreciation Right has been granted hereunder.

(r)  "Plan" shall mean the Alico, Inc., 1998 Incentive Equity Plan as set 
forth herein and as amended from time to time.

(s)  "Purchasable," when used to describe Stock, shall refer to Stock that 
may be purchased by an Optionee under the terms of this Plan on or after a 
certain date specified in the applicable Stock Option Agreement. 

(t)  "Reload Option" shall mean an Option that is granted, without further 
action of the Board, (i) to an Optionee who surrenders or authorizes the 
withholding of shares of Stock in payment of amounts specified in paragraphs
6.7(c) or 6.7(d) hereof, (ii) for the same number of shares as is so paid, 
(iii) as of the date of such payment and at an Option Price equal to the 
Fair Market Value of the Stock on such date, and (iv) otherwise on the same
terms and conditions as the Option whose exercise has occasioned such 
payment, subject to such contingencies, conditions or other terms as the 
Board shall specify at the time such exercised Option is granted.

(u)  "Restriction Period" shall mean the period of time during which shares 
of Stock awarded to a Participant pursuant to Article VIII remain subject to
the restrictions referred to in Section 8.2.

(v)  "Restricted Stock" shall mean an award of shares of stock that is 
subject to restrictions under Article VIII.

(w)  "SAR" shall mean stock appreciation right.

(x)  "Stock" shall mean the $1.00 par value common stock of the Company or,
in the event that the outstanding shares of such stock are hereafter changed
into or exchanged for shares of a different class of stock or securities of 
the Company or some other corporation, such other stock or securities.

(y)  "Stock Appreciation Right" shall mean the rights granted under Article
VII to surrender to the Company all or a portion of a stock appreciation 
right in exchange for a payment in cash or Stock.

(z)  "Stock Option Agreement" shall mean an agreement between the Company 
and an Optionee setting forth the terms of an Option.

(aa) "Subsidiary" shall mean any corporation (other than the corporation 
with respect to which the determination is being made) in an unbroken chain
of corporations beginning with the corporation with respect to which the 
determination is being made if, at the time of the grant (or modification) 
of the Option, each of the corporations other than the last corporation in 
the unbroken chain owns stock possessing 50% or more of the total combined 
voting power of all classes of stock in one of the other corporations in 
such chain.


                                 ARTICLE II
                                  THE PLAN

2.l 	Name. This plan shall be known as the "Alico, Inc., 1998 Incentive 
Equity Plan."

2.2 	Purpose. The purpose of the Plan is to advance the interests of the 
Company, its stockholders, and any Subsidiary of the Company, by offering 
certain Participants an opportunity to acquire or increase their proprietary
interests in the Company by granting such persons Options, Stock 
Appreciation Rights and/or Restricted Stock. These grants will promote the 
growth and profitability of the Company, and any Subsidiary of the Company,
because Participants will be provided with an additional incentive to 
achieve the Company's objectives through participation in its success and 
growth.

2.3 	Effective Date. The Plan shall become effective on the date of its 
adoption by the Board (the "Effective Date"). No Option, SAR or Restricted 
Stock granted under the Plan shall become exercisable or vested, however, 
until the Plan is approved by the affirmative vote of the holders of a 
majority of the shares of common stock represented at a stockholders meeting
at which a quorum is present and grants under the Plan prior to such 
approval shall be conditioned on and subject to such approval. Subject to 
this limitation, Options, SARs and Restricted Stock may be granted under the
Plan at any time after the Effective Date and before termination of the 
Plan.

2.4 	Termination Date. No further Options, SARs and/or Restricted Stock 
shall be granted hereunder on or after the date which is ten (10) years 
after the Effective Date, but all Options, SARs and/or Restricted Stock 
granted prior to that time shall remain in effect in accordance with their 
terms; provided, however, that the Plan shall terminate, and all Options, 
SARs and Restricted Stock theretofore granted shall become void and may not
 be exercised, on October 30, 1999 if the stockholders of the Company shall
 not by that date have approved the Plan's adoption.

                                  ARTICLE III
                                  ELIGIBILITY

The persons eligible to participate in this Plan shall consist only of those
individuals, Board members and employees whose participation the Board 
determines is in the best interests of the Company.

                                  ARTICLE IV
                                ADMINISTRATION

4.1	Duties and Powers of the Board in Administering the Plan. The Plan 
shall be administered by the Board. In administering the Plan, the Board's 
actions and determinations shall be binding on all interested parties. The 
Board shall have the power to grant Options, SARs and/or Restricted Stock in
accordance with the provisions of the Plan. Subject to the provisions of the
Plan, the Board shall have the discretion and authority to determine those 
individuals to whom Options, SARs and/or Restricted Stock will be granted 
and in the case of Options whether such Options shall be accompanied by the
right to receive Reload Options, the number of shares of Stock subject to 
each Option, SAR or Restricted Stock, such other matters as are specified 
herein, and any other terms and conditions of the Agreement applicable 
thereto. To the extent not inconsistent with the provisions of the Plan, 
the Board shall have the authority to amend or modify an outstanding 
Agreement relative to an Option, SAR or Restricted Stock (having due regard
for possible tax implications to the Company and the Participant of such 
amendment or modification), or to waive any provision thereof, provided that
the Participant consents to such action.

4.2	Interpretation; Rules. Subject to the express provisions of the Plan,
the Board also shall have complete authority to interpret the Plan, to 
prescribe, amend and rescind rules and regulations relating to it, to 
determine the details and provisions of each Agreement, and to make all 
other determinations necessary or advisable in the administration of the 
Plan, including, without limitation, the amending or altering of any 
Options, SARs or Restricted Stock granted hereunder as may be required to 
comply with or to conform to any federal, state or local laws or 
regulations.

4.3	No Liability. No member of the Board shall be liable to any person for
any act or determination made in good faith with respect to the Plan or any
Option, SAR or Restricted Stock granted hereunder.

4.4	Company Assistance. The Company shall supply full and timely 
information to the Board on all matters relating to eligible persons, their
employment, death, retirement, disability or other termination of 
employment, and such other pertinent facts as the Board may require. The 
Company shall furnish the Board with such clerical and other assistance as 
is necessary in the performance of its duties.

                                    ARTICLE V
                        SHARES OF STOCK SUBJECT TO PLAN

5.1 	Limitations. Subject to any antidilution adjustment pursuant to the 
provisions of Section 5.2 hereof, the maximum number of shares of Stock that
may be issued and sold hereunder shall be 650,000 shares. Shares subject to
an Option or issued pursuant to a Restricted Stock grant may be either 
authorized and unissued shares or shares issued and later acquired by the 
Company; provided, however, that shares of Stock with respect to which an 
Option has been exercised or Restricted Stock which has become vested shall
not again be available for issuance hereunder. The shares covered by (i) any
unexercised portion of an Option that has terminated for any reason, or (ii)
any Restricted Stock which has been forfeited, may again be granted under 
this Plan, and such shares shall not be considered as having been optioned 
or issued in computing the number of shares of Stock remaining available for
grant hereunder.

5.2	Antidilution.

(a)	In the event that the outstanding shares of Stock are changed into or
exchanged for a different number or kind of shares or other securities of 
the Company by reason of merger, consolidation, reorganization, 
recapitalization, reclassification, combination or exchange of shares, 
stock split or stock dividend, or in the event that any spin-off, spin-out 
or other distribution of assets materially affects the price of the 
Company's stock:

	(i)	The aggregate number and kind of shares of Stock for which 
Options, SARs and/or Restricted Stock may be granted hereunder shall be 
adjusted proportionately by the Board; and

	(ii)	The rights of Participants (concerning the number of shares 
subject to Options and SARs and the Option Price) under outstanding Options
and SARs shall be adjusted proportionately by the Board. 

(b)	If the Company shall be a party to any reorganization in which it does
not survive, involving merger, consolidation, or acquisition of the stock or
substantially all the assets of the Company, the Board, in its discretion, 
may:
	
       (i) declare that all Options and SARs granted under the Plan shall 
become exercisable immediately and that all Restricted Stock shall become 
vested notwithstanding the provisions of the respective Agreements regarding
exercisability or vesting, and that all such Options and SARs shall 
terminate 30 days after the Board gives written notice of the immediate 
right to exercise all such Options and SARs and of the decision to terminate
all Options and SARs not exercised within such 30-day period; or

	(ii)	notify all Participants that all Options and SARs granted under
the Plan and all Restricted Stock Agreements shall be assumed by the 
successor corporation or substituted with Options, SARs or Restricted Stock
issued by such successor corporation.

(c)	If the Company is to be liquidated or dissolved in connection with a 
reorganization described in paragraph 5.2(b), the provisions of such 
paragraph shall apply. In all other instances, the adoption of a plan of 
dissolution or liquidation of the Company shall cause (i) every Option and 
SAR outstanding under the Plan to terminate to the extent not exercised 
prior to the adoption of the plan of dissolution or liquidation by the 
stockholders, provided that the Board in its discretion may declare all 
Options and SARs granted under the Plan to be exercisable at any time on or
before the fifth business day following such adoption notwithstanding the 
provisions of the respective Agreements regarding exercisability and (ii) 
every share of Restricted Stock to vest. The Board's actions under this 
provision and the Participant's exercise of Options and SAR's under this 
provision shall be subject, however, to the limitations set forth in 
Articles VI and Article VII hereof.

(d)	The adjustments described in paragraphs (a) through (c) of this 
Section 5.2, and the manner of their application, shall be determined solely
by the Board, and any such adjustment may provide for the elimination of 
fractional share interests. The adjustments required under this Article V 
shall apply to any successors of the Company and shall be made regardless of
the number or type of successive events requiring such adjustments.

                                    ARTICLE VI
                                     OPTIONS

6.1	Types of Options Granted. Within the limitations provided herein, 
Options may be granted to one Participant at one or several times or to 
different Participants at the same time or at different times, in either 
case under different terms and conditions, as long as the terms and 
conditions of each Option are consistent with the provisions of the Plan. 
Without limitation of the foregoing, Options may be granted subject to 
conditions based on the financial performance of the Company or any other 
factor the Board deems relevant.

6.2	Option Grant and Agreement. Each Option granted or modified hereunder
shall be evidenced (a) by either minutes of a meeting or a written consent 
of the Board, and (b) by a written Stock Option Agreement executed by the 
Company and the Participant. The terms of the Option, including the Option's
duration, time or times of exercise, exercise price, whether the Option is 
intended to be an ISO, and whether the Option is to be accompanied by the 
right to receive a Reload Option, shall be stated in the Stock Option 
Agreement. Separate Stock Option Agreements shall be used for Options 
intended to be ISO's and those not so intended.

6.3	Optionee Limitations.
The Board shall not grant an ISO to any person who, at the time the ISO 
would be granted:

(a)	is not an Employee; or

(b)	owns or is considered to own stock possessing more than 10% of the 
total combined voting power of all classes of stock of the Employer, or any
Parent or Subsidiary of the Employer; provided, however, that this 
limitation shall not apply if at the time an ISO is granted the Option Price
is at least 110% of the Fair Market Value of the Stock subject to such 
Option and such Option by its terms would not be exercisable after the 
expiration of five years from the date on which the Option is granted. 
For the purpose of this paragraph (b), a person shall be considered to own 
(i) the stock owned, directly or indirectly, by or for his brothers and 
sisters (whether by the whole or half blood), spouse, ancestors and lineal 
descendants, (ii) the stock owned, directly or indirectly, by or for a 
corporation, partnership, estate, or trust in proportion to such person's 
stock interest, partnership interest or beneficial interest therein, and 
iii) the stock which such person may purchase under any outstanding options 
of the Employer or of any Parent or Subsidiary of the Employer.

6.4	$100,000 Limitation. Except as provided below, the Board shall not 
grant an ISO to, or modify the exercise provisions of outstanding ISO's held
by, any person who, at the time the ISO is granted (or modified), would 
thereby receive or hold any incentive stock options (as described in Code 
section 422) of the Employer and any Parent or Subsidiary of the Employer, 
such that the aggregate Fair Market Value (determined as of the respective 
dates of grant or modification of each option) of the stock with respect to
which such incentive stock options are exercisable for the first time during
any calendar year is in excess of $100,000; provided, that the foregoing 
restriction on modification of outstanding ISO's shall not preclude the 
Board from modifying an outstanding ISO if, as a result of such modification
and with the consent of the Optionee, such Option no longer constitutes an 
ISO; and provided that, if the $100,000 limitation described in this Section
6.4 is exceeded, an Option that otherwise qualifies as an ISO shall be 
treated as an ISO up to the limitation and the excess shall be treated as an
Option not qualifying as an ISO. The preceding sentence shall be applied by
taking options intended to be ISO's into account in the order in which they
were granted.

6.5	Option Price. The Option Price under each Option shall be determined 
by the Board. However, the Option Price shall not be less than 50% of the 
Fair Market Value of the Stock, or in the case of an ISO less than the Fair
Market Value of the Stock, in each case on the date that the Option is 
granted (or, in the case of an ISO that is subsequently modified, on the 
date of such modification).

6.6 	Exercise Period. The period for the exercise of each Option granted 
hereunder shall be determined by the Board, but the Stock Option Agreement 
with respect to each Option intended to be an ISO shall provide that such 
Option shall not be exercisable after the expiration of ten years from the 
date of grant (or modification) of the Option. In addition, no Option 
granted to a Participant who is also an Officer or Director shall be 
exercisable prior to the expiration of six months from the date such Option
is granted, other than in the case of the death or disability of such 
Participant.

6.7	Option Exercise.

(a) 	Unless otherwise provided in the Stock Option Agreement, an Option may
be exercised at any time or from time to time during the term of the Option
as to any or all whole shares that have become Purchasable under the 
provisions of the Option, but not at any time as to less than 100 shares 
unless the remaining shares that have become so Purchasable are less than 
100 shares. The Board shall have the authority to prescribe in any Stock 
Option Agreement that the Option may be exercised only in accordance with a
vesting schedule during the term of the Option.

(b)	An Option shall be exercised by (i) delivery to the Treasurer of the 
Company at its principal office of written notice of exercise with respect 
to a specified number of shares of Stock, and (ii) payment to the Company at
that office of the full amount of the Option Price for such number of 
shares.

(c)	The Option Price shall be paid in full upon the exercise of the 
Option; provided, however, that the Board may provide in a Stock Option 
Agreement that, in lieu of cash, all or any portion of the Option Price may
be paid by tendering to the Company shares of Stock duly endorsed for 
transfer and owned by the Optionee, to be credited against the Option Price
at the Fair Market Value of such shares on the date of exercise (however, 
no fractional shares may be so transferred, and the Company shall not be 
obligated to make any cash payments in consideration of any excess of the 
aggregate Fair Market Value of shares transferred over the aggregate option
price).

(d)	In addition to and at the time of payment of the Option Price, the 
Optionee shall pay to the Company in cash the full amount of any federal, 
state and local income, employment or other taxes required to be withheld 
from the income of such Optionee as a result of such exercise; provided, 
however, that in the discretion of the Board any Stock Option Agreement may
provide that all or any portion of such tax obligations, together with 
additional taxes not exceeding the actual additional taxes to be owed by the
Optionee as a result of such exercise, may, upon the irrevocable election of
the Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value 
on the date of exercise equal to the amount of such taxes thereby being 
paid, and subject to such restrictions as to the approval and timing of any
such election as the Board may from time to time determine to be necessary 
or appropriate to satisfy the conditions of the exemption set forth in Rule
16b-3 under the 1934 Act.

(e) 	The holder of an Option shall not have any of the rights of a 
stockholder with respect to the shares of Stock subject to the Option until
such shares have been issued and transferred to him upon the exercise of 
the Option.

6.8	Nontransferability of Option. No Option or any rights therein shall be
transferable by an Optionee otherwise than by will or the laws of descent 
and distribution. During the lifetime of an Optionee, an Option granted to 
that Optionee shall be exercisable only by such Optionee (or by such 
Optionee's guardian or other legal representative, should one be appointed).

6.9	Termination of Employment. The Board shall have the power to specify,
with respect to the Options granted to any particular Optionee, the effect 
upon such Optionee's right to exercise an Option of the termination of such
Optionee's employment under various circumstances, including but not 
limited to the death or disability of the Optionee which effect may include
immediate or deferred termination of such Optionee's rights under an Option,
or acceleration of the date at which an Option may be exercised in full.

6.10	Employment Rights. Options granted under the Plan shall not be 
affected by any change of employment so long as the Optionee continues to be
an employee or Board member. Nothing in the Plan or in any Stock Option 
Agreement shall confer on any person any right to continue in the employ of
the Company or any Subsidiary of the Company, or shall interfere in any way
with the right of the Company or any such Subsidiary to terminate such 
person's employment at any time.

6.11 Certain Successor Options. To the extent not inconsistent with the 
terms, limitations and conditions of Code section 422, and any regulations 
promulgated with respect thereto, an Option issued in respect of an option 
held by a Participant to acquire stock of any entity acquired, by merger or
otherwise, by the Company (or any Subsidiary of the Company) may contain 
terms that differ from those stated in this Article VI, but solely to the 
extent necessary to preserve for any such Participant the rights and 
benefits contained in such predecessor option, or to satisfy the 
requirements of Code section 425(a).

                                   ARTICLE VII
                           STOCK APPRECIATION RIGHTS

7.1	Grant and Exercise. Stock Appreciation Rights may be granted in 
conjunction with all or part of any Stock Option granted under the Plan. In
the case of a Non-Qualified Stock Option, such rights may be granted either
at or after the time of the grant of such Stock Option. In the case of an 
Incentive Stock Option, such rights may be granted only at the time of the 
grant of such Stock Option.

A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that, 
unless otherwise determined by the Board at the time of grant, a Stock 
Appreciation Right granted with respect to less than the full number of 
shares covered by a related Stock Option shall not be reduced until the 
number of shares covered by an exercise or termination of the related Stock
Option exceeds the number of shares not covered by the Stock Appreciation 
Right.	

A Stock Appreciation Right may be exercised by a Participant,in accordance 
with Section 7.2, by surrendering the applicable portion of the related 
Stock Option in accordance with procedures established by the Board for such
purposes. Upon such exercise and surrender, the Participant shall be 
entitled to receive an amount determined in a manner prescribed in Section 
7.1. Stock Options which have been so surrendered shall no longer be 
exercisable to the extent the related Stock Appreciation Rights have been 
exercised.

7.2	Terms and Conditions. Stock Appreciation Rights shall be 
subject to such terms and conditions, not inconsistent with the provisions 
of the Plan, as shall be determined from time to time by the Board, 
including the following:

(i)	Stock Appreciation Rights shall be exercisable only at such time or 
times and to the extent that the Stock Options to which they relate are 
exercisable, in accordance with the provisions of Article VI and Article VII
of the Plan.

(ii)	Upon the exercise of a Stock Appreciation Right, a Participant shall 
be entitled to receive an amount in cash and/or shares of Stock in the 
aggregate equal in value to the excess of the Fair Market Value of one share
of Stock over the option price per share specified in the related Stock 
Option multiplied by the number of shares in respect of which the Stock 
Appreciation Right shall have been exercised, with the Board having the 
right to determine the form of payment.

(iii)	Stock Appreciation Rights shall be transferable only when and to the 
extent that the underlying Stock Option would be transferable under 
Article VI of the Plan.

(iv)	Upon the exercise of a Stock Appreciation Right, the Stock Option or 
part thereof to which Stock Appreciation Right is related shall be deemed to
have been exercised for the purpose of the limitation set forth in Article V
of the Plan on the number of shares of Stock to be issued under the Plan, 
but only to the extent of the number of shares of Stock issued under the 
Stock Appreciation Right based on the value of the Stock Appreciation Right.

(v)	The Board may provide, at the time of grant, that such Stock 
Appreciation Right can be exercised only in the event of a Change in Control
and/or a Potential Change in Control, subject to such terms and conditions 
as the Board may specify at grant.

(vi)	The Board may also provide that, in the event of a Change in Control 
and/or a Potential Change in Control, the amount to be paid upon the 
exercise of a Stock Appreciation Right shall be based on the Change in 
Control Price, subject to such terms and conditions as the Board may specify
at grant.
 
                                   ARTICLE VIII
                           AWARDS OF RESTRICTED STOCK

8.1	Administration. Shares of Restricted Stock may be issued either alone
or in addition to other awards granted under the Plan. The Board shall 
determine the Participants to whom, and the time or times at which, such 
grants will be made, the number of shares to be awarded, the price (if any)
to be paid under Section 8.2(i) by the recipient of a Restricted Stock 
Award, the time or times within which such awards may be subject to 
forfeiture, and all other conditions of the awards.	

The Board may condition grants of Restricted Stock upon the attainment of 
specified performance goals or such other factors or criteria as the Board 
may determine.

The provisions of Restricted Stock Awards need not be the same with respect
to each recipient.

8.2	Restrictions and Conditions. Restricted Stock Awards shall be subject
to the following restrictions and conditions:

(i)	The purchase price for shares of Restricted Stock may be equal to or 
less than their par value and may be zero.

(ii)	Awards of Restricted Stock must be accepted within a period of 60 days
(or such shorter periods as the Board may specify at grant) after the award
date, by executing a Restricted Stock Agreement and paying whatever price 
(if any) is required under Section 8.2(i).

The prospective recipient of a Restricted Stock Award shall not have 
any rights with respect to such award, unless and until such recipient has 
executed an agreement evidencing the award and has delivered a fully 
executed copy thereof to the Company, and has otherwise complied with the 
applicable terms and conditions of such award.

(iii)	Each Participant receiving a Restricted Stock Award shall be 
issued a stock certificate in respect of such shares of Restricted Stock. 
Such certificate shall be registered in the name of such Participant, and 
shall bear an appropriate legend referring to the terms, conditions, and 
restrictions applicable to such award, substantially in the following form:

"The transferability of this certificate and the shares of stock 
represented hereby are subject to the terms and conditions (including 
forfeiture) of the Alico, Inc. 1998 Incentive Equity Plan and an Agreement 
entered into between the registered owner and Alico, Inc. Copies of such 
Plan and Agreement are on file in the offices of Alico, Inc., La Belle, 
Florida."

The Board may require that the stock certificates evidencing such 
shares be held in custody by the Company until the restrictions thereon 
shall have lapsed, and that, as a condition of any Restricted Stock Award, 
the participant shall have delivered a stock power, endorsed in blank, 
relating to the Stock covered by such award.

(iv)	Subject to the provisions of this Plan and the applicable award 
agreement, during a period set by the Board commencing with the date of such
award (the "Restriction Period"), the Participant shall not be permitted to
sell, transfer, pledge, assign or otherwise encumber shares of Restricted 
Stock awarded under the Plan.

Based on service, performance and/or such other factors or criteria as the 
Board may determine, the Board may, however, at or after grant provide for 
the lapse of such restrictions in installments and/or may accelerate or 
waive such restrictions in whole or in part.

(v)   Except as provided in this Section 8.2, unless otherwise determined by 
the Board the recipient shall have, with respect to the shares of Restricted
Stock covered by any award, all of the rights of a stockholder of the 
Company, including the right to vote the shares, and the right to receive 
any dividends.

(vi)	Except as otherwise provided in this Section 8.2 and in the applicable
award agreement, upon termination of a participant's employment with the 
Company or any Subsidiary or Affiliate for any reason during the Restriction
Period for a given award, all shares still subject to restriction shall be 
forfeited by the participant, provided, however, the Board may provide for 
waiver of the restrictions in the event of termination of employment due to
death, disability or retirement.

(vii)	In the event of hardship or other special circumstances of a 
participant whose employment with the Company or any Subsidiary or Affiliate
is involuntarily terminated, the Board may waive in whole or in part any or
all remaining restrictions with respect to any or all of the Participant's 
Restricted Stock, based on such factors and criteria as the Board may deem 
appropriate.

(viii) If and when the Restriction Period expires without a prior forfeiture
of the Restricted Stock subject to such Restriction Period, unrestricted 
certificates for such shares shall be delivered to the participant.

                                  ARTICLE IX
                         CONDITIONS TO ISSUING STOCK,
                         SAR OR RESTRICTED STOCK AWARD

The Company shall not be required to issue or deliver any Stock purchased 
(i) pursuant to any Restricted Stock Award or (ii) upon the full or partial
exercise of any Option or SAR granted hereunder prior to fulfillment of all
of the following conditions:

(a)	The admission of such shares to listing on all stock exchanges on 
which the Stock is then listed;

(b)	The completion of any registration or other qualification of such 
shares that the Company shall determine to be necessary or advisable under 
any federal or state law or under the rulings or regulations of the 
Securities and Exchange Commission or any other governmental regulatory 
body, or the Company's determination that an exemption is available from 
such registration or qualification;

(c)   The obtaining of any approval or other clearance from any federal or 
state governmental agency that the Company shall determine to be necessary 
or advisable; and

(d)	The lapse of such reasonable period of time following exercise as 
shall be appropriate for reasons of administrative convenience.

Unless the shares of Stock covered by the Plan shall be the subject of an 
effective registration statement under the Securities Act of 1933, as 
amended, stock certificates issued and delivered to Participants shall bear
such restrictive legends as the Company shall deem necessary or advisable 
pursuant to applicable federal and state securities laws.

                                  ARTICLE X
              TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

The Board may at any time, (i) cause the Board to cease granting Options or
Restricted Stock Awards, (ii) terminate the Plan, or (iii) in any respect 
amend or modify the Plan; provided, however, that the Board (unless its 
actions are approved or ratified by the stockholders of the Company within 
twelve months of the date the Board amends the Plan) may not amend the Plan
to:

(a)	Increase the number of shares of Stock subject to the Plan beyond the
amount previously approved or ratified by the stockholders; or

(b)	Change or modify the class of persons that may participate in the 
Plan.

No termination, amendment or modification of the Plan shall affect 
adversely the rights of a Participant under any outstanding Option, SAR or 
Restricted Stock Award without the consent of the Participant or his legal 
representative.

                                ARTICLE XI
                              MISCELLANEOUS

11.1	Replacement Grants. At the sole discretion of the Board, a Participant
may be given an election to surrender an Option, SAR or Restricted Stock 
Award in exchange for a new Option, SAR or Restricted Stock Award.

11.2	Forfeiture for Competition. If a Participant provides services to a 
competitor of the Company or any of its Subsidiaries, whether as an 
employee, officer, director, independent contractor, consultant, agent or 
otherwise, such services being of a nature that can reasonably be expected 
to involve the skills and experience used or developed by the Participant 
while an Employee, then that Participant's rights under any Options, SARs or
Restricted Stock Awards outstanding hereunder shall be forfeited and 
terminated, subject to a determination to the contrary by the Board.

11.3	Plan Binding on Successors. The Plan shall be binding upon the 
successors of the Company.

11.4	Gender. Whenever used herein, the masculine pronoun shall include the
feminine gender.

11.5	Headings No Part of Plan. Headings of Articles and Sections hereof are
inserted for convenience and reference, and do not constitute a part of the 
Plan.






                                  EXHIBIT 5.1





                               January 13, 1999



Alico, Inc.
P. O. Box 338
La Belle, FL  33975

	Re:	Registration Statement on Form S-8
		Alico, Inc., 1998 Incentive Equity Plan

Gentlemen:

	This opinion is given to you in connection with the filing by Alico, 
Inc., a Florida Corporation (the "Company"), with the Securities and 
Exchange Commission under the Securities Act of 1933, as amended, of the 
Registration Statement on Form S-8 (the "Registration Statement") with 
respect to 650,000 shares of the common stock, $1.00 par value, of the 
Company issuable pursuant to the Alico, Inc., 1998 Incentive Equity Plan 
(the "Plan") (all shares of such stock issuable pursuant to the Plan are 
referred to herein as the "Common Stock").  As counsel for the Company, we 
have examined the relevant corporate documents incident to the giving of 
this opinion.

	Based on the foregoing, we are of the opinion that the shares of 
Common Stock, when issued and delivered in accordance with the provisions 
of the Plan and options issued thereunder, will be legally issued, fully 
paid and non-assessable.

	We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

							Very truly yours,

							Fowler, White, Gillen, Boggs,
							Villareal and Banker, P.A.






 

 


                                    

                                  EXHIBIT 23.2




                  
                       Consent of Independent Auditors



We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Alico, Inc. 1998 Incentive Equity Plan, of our 
report dated October 9, 1998, relating to the consolidated balance sheets of
Alico, Inc. and subsidiary as of August 31, 1998 and 1997 and the related
consolidated statements of operations and cash flows for the fiscal years 
in the three-year period ended August 31, 1998, which report appears on page
19 of the 1998 Financial Statements booklet in the Registrant's 1998 Annual
Report to Stockholders which is incorporated by reference in the August 31,
1998 Annual Report on Form 10-K of Alico, Inc. filed with the Securities and
Exchange Commission.





                                                                    KPMG LLP
Orlando, Florida
January 13, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 56163}]
{"company-data": {"conformed-name": "ALICO INC", "cik": "0000003545", "assigned-sic": "0100", "irs-number": "590906081", "state-of-incorporation": "FL", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70517", "film-number": "99505455"}, "business-address": {"street1": "PO BOX 338", "street2": "640 SOUTH MAIN STREET", "city": "LA BELLE", "state": "FL", "zip": "33935", "phone": "8136752966"}, "mail-address": {"street1": "640 SOUTH MAIN STREET", "street2": "P O BOX 338", "city": "LA BELLE", "state": "FL", "zip": "33935"}, "former-company": {"former-conformed-name": "ALICO LAND DEVELOPMENT CO", "date-changed": "19740219"}}
As filed with the Securities and Exchange Commission on 
                             January 13, 1999
                           Registration No. 333-               
	

	             SECURITIES AND EXCHANGE COMMISSION
	                    Washington, D.C. 20549
	
	                           FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933
	
                               ALICO, INC.
       (Exact name of registrant as specified in its charter)

            Florida                                59-0906081   
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)               Identification Number)

                    P. O. Box 338, La Belle, FL  33975
     (address, including zip code, of principal executive offices)
	
                  Alico, Inc. 1998 Incentive Equity Plan
                        (Full title of the plan)
	
                         Ben Hill Griffin, III
                  P. O. Box 338, La Belle, FL  33975
                             (941)675-2966
       (Name, address and telephone number, including area code, 
                         of agent for service)
	
  Copies of all communications, including copies of all communications
             sent to agent for service, should be sent to:

                        David C. Shobe, Esquire
                     Fowler, White, Gillen, Boggs,
                       Villareal and Banker, P.A.
                501 East Kennedy Boulevard, Suite 1700
                         Tampa, Florida  33602
	
	              CALCULATION OF REGISTRATION FEE
____________________________________________________________________________
                  
Title of each  Amount to be      Proposed       Proposed maximum  Amount of   
 of class of    registered   maximum offering      aggregate    registration    
securities to                price per share    offering price(1)    fee  
be registered
____________________________________________________________________________

Common Stock,    650,000         $18.125          $11,781,250     $3,275.19  
   par value      shares
$1.00 per share 

(1)  Estimated solely for purposes of calculating the registration fee    
     pursuant to Rules 457(h) and 457(c) based on the average of the high
     and low prices of the common stock of the Company as reported on
     January 11, 1999 on the NASDAQ stock market.

	

	                               PART II
	         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been previously filed by Alico, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby 
incorporated by reference into this Registration Statement as of their 
respective dates:

     (a)  Annual Report on Form 10-K for the fiscal year ended August 31,
          1998;

     (b)  All other reports filed by the Company pursuant to Section 13(a)
          or 15(d) of the Exchange Act since the end of the fiscal year 
          covered by the documents of the Company referred to in (a) above.

     (c)  The Description of the Company's Common Stock which is contained
          in the Company's Registration Statement on Form 8-A, including 
          all amendments or reports filed for the purpose of updating such 
          description.

     In addition, all documents filed by the Company pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof 
and prior to the filing of a post-effective amendment which indicates that 
all securities offered have been sold or which deregisters all securities 
then remaining unsold, shall be deemed to be incorporated by reference in 
the registration statement and to be a part thereof from the date of filing 
of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Florida Business Corporation Act (the "Florida Act") permits a 
Florida corporation to indemnify a present or former director or officer 
of the corporation (and certain other persons serving at the request of 
the corporation in related capacities) for liabilities, including legal 
expenses, arising by reason of service in such capacity if such person 
shall have acted in good faith and in a manner he reasonably believed to 
be in or not opposed to the best interests of the corporation, and in any 
criminal proceeding if such person had no reasonable cause to believe his
conduct was unlawful. However, in the case of actions brought by or in the 
right of the corporation, no indemnification may be made with respect to 
any matter as to which such director or officer shall have been adjudged 
liable, except in certain limited circumstances.

     The registrant's Bylaws provide that the registrant shall indemnify 
directors and officers against expenses, costs and liabilities actually 
and necessarily incurred or paid in connection with the defense of any 
action or proceeding in which they are made a  party by reason of their 
being or having been a director or officer of the Company except in
relation to matters as to which the director or officer shall be adjudged 
in such action, suit or proceeding to be liable for negligence or misconduct
in the performance of their duties as a director or officer.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following documents are filed as exhibits to this Registration 
Statement:

     4.1   Alico, Inc. 1998 Incentive Equity Plan.

     5.1   Opinion of Fowler, White, Gillen, Boggs, Villareal and Banker, 
           P.A., as to the legality of the securities being registered.

     23.1  Consent of Fowler, White, Gillen, Boggs, Villareal and Banker,
           P.A. (appears in its opinion filed as Exhibit 5.1).

     23.2  Consent of KPMG LLP.

Item 9.  Undertakings.

     (a)   The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are 
                being made, a post-effective amendment to this registration
                statement:

                (i)    to include any prospectus required by Section 10(a)
                       (3) of the Securities Act of 1933;

		    (ii)   to reflect in the prospectus any facts or events 
                       arising after the effective date of the registration 
                       statement (or the most recent post-effective 
                       amendment thereof) which, individually or in the 
                       aggregate, represent a fundamental change in the 
                       information set forth in the registration statement;

                (iii)  to include any material information with respect to 
                       the plan of distribution not previously disclosed in 
                       the registration statement or any material change to 
                       such information in the registration statement;

                provided, however, that subparagraphs (i) and (ii) do not 
                apply if the information required to be included in a 
                post-effective amendment by those subparagraphs is contained
                in periodic reports filed by the registrant pursuant to 
                Section 13 or 15(d) of the Securities Exchange Act of 1934 
                that are incorporated by reference in the registration 
                statement.

          (2)   That, for the purpose of determining any liability under the 
                Securities Act of 1933, each such post-effective amendment 
                shall be deemed to be a new registration statement 
                to the securities offered thereof.

          (3)   To remove from registration, by means of a post-effective 
                amendment, any of the securities being registered which 
                remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes 
          of determining any lability under the Securities Act of 1933, 
          each filing of the registrant's annual report pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 that is 
          incorporated by reference in the registration statement shall be 
          deemed to be a new registration statement relating to the 
          securities offered therein, and the offering of such securities 
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the 
          Securities Act of 1933 may be permitted to directors, officers 
          and controlling persons of the registrant pursuant to the 
          provisions described in Item 6, or otherwise, the registrant has
          been advised that in the opinion of the Securities and Exchange 
          Commission such indemnification is against public policy as 
          expressed in such Act and is, therefore, unenforceable.  In the 
          event that a claim for indemnification against such liabilities 
          (other than the payment by the registrant of expenses incurred or
          paid by a director, officer, or controlling person of the 
          registrant in the successful defense of any action, suit or 
          proceeding) is asserted by such director, officer or controlling 
          person in connection with the securities being registered, the 
          registrant will, unless in the opinion of its counsel the matter 
          has been settled by controlling precedent, submit to a court of 
          appropriate jurisdiction the question whether such indemnification
          by it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of La Belle, State of Florida, on 
the 13th day of January, 1999.

                                            Alico, Inc.

                                                BEN HILL GRIFFIN, III
                                            By:____________________________	
                                               Ben Hill Griffin, III
                                               Chairman of the Board
                                               and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated as of the 13th day of January, 1999.

                                                BEN HILL GRIFFIN, III
                                            By:____________________________
                                               Ben Hill Griffin, III
                                               Chairman and        
                                               Chief Executive Officer

                                                L. CRAIG SIMMONS
                                            By:____________________________	
                                               L. Craig Simmons
                                               Vice President and    
                                               Chief Financial Officer 
                                                

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.

       Signature                    Title                      Date

BEN HILL GRIFFIN, III                                  JANUARY 13, 1999
________________________    Ben Hill Griffin, III      ____________________     
                            Chairman of the Board;
                            Chief Executive Officer;
                            Director           
W. BERNARD LESTER                                      JANUARY 13, 1999
________________________    W. Bernard Lester          ____________________
                            President; 
                            Chief Operating Officer;                 
                            Director
RICHARD C. ACKERT                                      JANUARY 13, 1999
________________________    Richard C. Ackert          ____________________
                            Director

J.C. BARROW                                            JANUARY 13, 1999
________________________    J. C. Barrow, Jr.          ____________________
                            Director

WILLIAM L. BARTON                                      JANUARY 13, 1999
________________________    William L. Barton          ____________________
                            Director

WALKER E. BLOUNT                                       JANUARY 13, 1999
________________________    Walker E. Blount, Jr.      ____________________
                            Director

BEN HILL GRIFFIN, IV                                   JANUARY 13, 1999
________________________    Ben Hill Griffin, IV       ____________________
                            Director

K. E. HARTSAW                                          JANUARY 13, 1999
________________________    K. E. Hartsaw              ____________________
                            Director

THOMAS E. OAKLEY                                       JANUARY 13, 1999
________________________    Thomas E. Oakley           ____________________
                            Director

                            INDEX TO EXHIBITS

												
Exhibit											
Number                   Description of Exhibits
_______                  _______________________

			          

 4.1			Alico, Inc. 1998 Incentive Equity Plan.

 5.1			Opinion of Fowler, White, Gillen, Boggs, Villareal 
                       and Banker, P.A., as to the legality of the 
                       securities being registered.

23.1			Consent of Fowler, White, Gillen, Boggs, Villareal 
                       and Banker, P.A. (appears in its opinion filed 
                       as Exhibit 5.1).

23.2			Consent of KPMG LLP.  Filed with this Registration 
                       Statement.

                                     EXHIBIT 4.1

                                     ALICO, INC.
                              1998 INCENTIVE EQUITY PLAN

                                       ARTICLE I
                                      DEFINITIONS

As used herein, the following terms have the meanings hereinafter set forth 
unless the context clearly indicates to the contrary:

(a)  "Affiliate" shall mean any entity other than the Company and its 
Subsidiaries which the Board designates as an "Affiliate" for purposes of 
this Plan.

(b)  "Agreement" shall mean an agreement between the company and a 
Participant pursuant to which the terms and conditions of any Options, SARs
or Restricted Stock granted to such Participant are specified.

(c)  "Board" shall mean the Board of Directors of the Company.

(d)  "Code" shall mean the United States Internal Revenue Code of 1986, as 
amended, including effective date and transition rules (whether or not 
codified). Any reference herein to a specific section or sections of the 
Code shall be deemed to include a reference to any corresponding provision 
of future law.

(e)  "Company" shall mean ALICO, INC., a Florida corporation, and any 
successor to it.

(f)  "Director" shall mean a member of the Board.

(g)  "Employee" shall mean any employee of the Company or any Subsidiary of 
the Company, and any Director who also serves as an Officer and whose duties
as such involve a significant time commitment beyond that associated with 
preparation for and attendance at meetings of the Board and committees 
thereof.

(h)  "Employer" shall mean the corporation that employs an Optionee.

(i)  "Fair Market Value" of the shares of Stock on any date shall mean:

     (i)  the closing sales price, or in the absence thereof, the mean of 
the last reported bid and asked quotations, on such date on the exchange 
having the greatest volume of trading in the shares during the thirty-day 
period preceding such date (or if such exchange was not open for trading on 
such date, the next preceding date on which it was open); or

     (ii)  if there is no price as specified in (i), the final reported 
sales price, or if not reported, in the following manner, the mean of the 
closing high bid and low asked prices, in the over-the-counter market for 
the shares as reported by The Nasdaq National Market or, if such 
organization is not in existence, by an organization providing similar 
services, on such date (or if such date is not a date for which such system 
or organization generally provides reports, then on the next preceding date 
for which it does so); or

     (iii)  if there also is no price as specified in (ii), the price 
determined by the Board by reference to bid-and-asked quotations for the 
shares provided by members of an association of brokers and dealers 
registered pursuant to subsection 15(b) of the 1934 Act, which members make
a market in the shares, for such recent dates as the Board shall determine 
to be appropriate for fairly determining current market value; or

     (iv)  if there also is no price as specified in (iii), the amount 
determined in good faith by the Board based on such relevant facts, which 
may include opinions of independent experts, as may be available to the 
Board.

(j)  "ISO" shall mean an Option that complies with and is subject to the 
terms, limitations and conditions of Code section 422 and any regulations 
promulgated with respect thereto.

(k)  "1934 Act" shall mean the Securities Exchange Act of 1934, as the same
may be amended from time to time.

(l)  "Officer" shall mean a person who constitutes an officer of the Company
for the purposes of Section 16 of the 1934 Act, as determined by reference 
to such Section 16 and to the rules, regulations, judicial decisions, and 
interpretative or "no-action" positions with respect thereto of the 
Securities and Exchange Commission, as the same may be in effect or set 
forth from time to time.

(m)  "Option" shall mean a contractual right to purchase Stock granted 
pursuant to the provisions of Article VI hereof.

(n)  "Optionee" shall mean a person to whom an Option has been granted 
hereunder.

(o)  "Option Price" shall mean the price at which an Optionee may purchase 
a share of Stock pursuant to an Option.

(p)  "Parent" shall mean any corporation (other than the corporation with 
respect to which the determination is being made) in an unbroken chain of 
corporations ending with the corporation with respect to which the 
determination is being made if, at the time of the grant (or modification) 
of the Option, each of the corporations other than the corporation with 
respect to which the determination is being made owns stock possessing 50% 
or more of the total combined voting power of all classes of stock in one 
of the other corporations in such chain.

(q)  "Participant" shall mean a person to whom an Option, SAR or Stock 
Appreciation Right has been granted hereunder.

(r)  "Plan" shall mean the Alico, Inc., 1998 Incentive Equity Plan as set 
forth herein and as amended from time to time.

(s)  "Purchasable," when used to describe Stock, shall refer to Stock that 
may be purchased by an Optionee under the terms of this Plan on or after a 
certain date specified in the applicable Stock Option Agreement. 

(t)  "Reload Option" shall mean an Option that is granted, without further 
action of the Board, (i) to an Optionee who surrenders or authorizes the 
withholding of shares of Stock in payment of amounts specified in paragraphs
6.7(c) or 6.7(d) hereof, (ii) for the same number of shares as is so paid, 
(iii) as of the date of such payment and at an Option Price equal to the 
Fair Market Value of the Stock on such date, and (iv) otherwise on the same
terms and conditions as the Option whose exercise has occasioned such 
payment, subject to such contingencies, conditions or other terms as the 
Board shall specify at the time such exercised Option is granted.

(u)  "Restriction Period" shall mean the period of time during which shares 
of Stock awarded to a Participant pursuant to Article VIII remain subject to
the restrictions referred to in Section 8.2.

(v)  "Restricted Stock" shall mean an award of shares of stock that is 
subject to restrictions under Article VIII.

(w)  "SAR" shall mean stock appreciation right.

(x)  "Stock" shall mean the $1.00 par value common stock of the Company or,
in the event that the outstanding shares of such stock are hereafter changed
into or exchanged for shares of a different class of stock or securities of 
the Company or some other corporation, such other stock or securities.

(y)  "Stock Appreciation Right" shall mean the rights granted under Article
VII to surrender to the Company all or a portion of a stock appreciation 
right in exchange for a payment in cash or Stock.

(z)  "Stock Option Agreement" shall mean an agreement between the Company 
and an Optionee setting forth the terms of an Option.

(aa) "Subsidiary" shall mean any corporation (other than the corporation 
with respect to which the determination is being made) in an unbroken chain
of corporations beginning with the corporation with respect to which the 
determination is being made if, at the time of the grant (or modification) 
of the Option, each of the corporations other than the last corporation in 
the unbroken chain owns stock possessing 50% or more of the total combined 
voting power of all classes of stock in one of the other corporations in 
such chain.

                                 ARTICLE II
                                  THE PLAN

2.l 	Name. This plan shall be known as the "Alico, Inc., 1998 Incentive 
Equity Plan."

2.2 	Purpose. The purpose of the Plan is to advance the interests of the 
Company, its stockholders, and any Subsidiary of the Company, by offering 
certain Participants an opportunity to acquire or increase their proprietary
interests in the Company by granting such persons Options, Stock 
Appreciation Rights and/or Restricted Stock. These grants will promote the 
growth and profitability of the Company, and any Subsidiary of the Company,
because Participants will be provided with an additional incentive to 
achieve the Company's objectives through participation in its success and 
growth.

2.3 	Effective Date. The Plan shall become effective on the date of its 
adoption by the Board (the "Effective Date"). No Option, SAR or Restricted 
Stock granted under the Plan shall become exercisable or vested, however, 
until the Plan is approved by the affirmative vote of the holders of a 
majority of the shares of common stock represented at a stockholders meeting
at which a quorum is present and grants under the Plan prior to such 
approval shall be conditioned on and subject to such approval. Subject to 
this limitation, Options, SARs and Restricted Stock may be granted under the
Plan at any time after the Effective Date and before termination of the 
Plan.

2.4 	Termination Date. No further Options, SARs and/or Restricted Stock 
shall be granted hereunder on or after the date which is ten (10) years 
after the Effective Date, but all Options, SARs and/or Restricted Stock 
granted prior to that time shall remain in effect in accordance with their 
terms; provided, however, that the Plan shall terminate, and all Options, 
SARs and Restricted Stock theretofore granted shall become void and may not
 be exercised, on October 30, 1999 if the stockholders of the Company shall
 not by that date have approved the Plan's adoption.

                                  ARTICLE III
                                  ELIGIBILITY

The persons eligible to participate in this Plan shall consist only of those
individuals, Board members and employees whose participation the Board 
determines is in the best interests of the Company.

                                  ARTICLE IV
                                ADMINISTRATION

4.1	Duties and Powers of the Board in Administering the Plan. The Plan 
shall be administered by the Board. In administering the Plan, the Board's 
actions and determinations shall be binding on all interested parties. The 
Board shall have the power to grant Options, SARs and/or Restricted Stock in
accordance with the provisions of the Plan. Subject to the provisions of the
Plan, the Board shall have the discretion and authority to determine those 
individuals to whom Options, SARs and/or Restricted Stock will be granted 
and in the case of Options whether such Options shall be accompanied by the
right to receive Reload Options, the number of shares of Stock subject to 
each Option, SAR or Restricted Stock, such other matters as are specified 
herein, and any other terms and conditions of the Agreement applicable 
thereto. To the extent not inconsistent with the provisions of the Plan, 
the Board shall have the authority to amend or modify an outstanding 
Agreement relative to an Option, SAR or Restricted Stock (having due regard
for possible tax implications to the Company and the Participant of such 
amendment or modification), or to waive any provision thereof, provided that
the Participant consents to such action.

4.2	Interpretation; Rules. Subject to the express provisions of the Plan,
the Board also shall have complete authority to interpret the Plan, to 
prescribe, amend and rescind rules and regulations relating to it, to 
determine the details and provisions of each Agreement, and to make all 
other determinations necessary or advisable in the administration of the 
Plan, including, without limitation, the amending or altering of any 
Options, SARs or Restricted Stock granted hereunder as may be required to 
comply with or to conform to any federal, state or local laws or 
regulations.

4.3	No Liability. No member of the Board shall be liable to any person for
any act or determination made in good faith with respect to the Plan or any
Option, SAR or Restricted Stock granted hereunder.

4.4	Company Assistance. The Company shall supply full and timely 
information to the Board on all matters relating to eligible persons, their
employment, death, retirement, disability or other termination of 
employment, and such other pertinent facts as the Board may require. The 
Company shall furnish the Board with such clerical and other assistance as 
is necessary in the performance of its duties.

                                    ARTICLE V
                        SHARES OF STOCK SUBJECT TO PLAN

5.1 	Limitations. Subject to any antidilution adjustment pursuant to the 
provisions of Section 5.2 hereof, the maximum number of shares of Stock that
may be issued and sold hereunder shall be 650,000 shares. Shares subject to
an Option or issued pursuant to a Restricted Stock grant may be either 
authorized and unissued shares or shares issued and later acquired by the 
Company; provided, however, that shares of Stock with respect to which an 
Option has been exercised or Restricted Stock which has become vested shall
not again be available for issuance hereunder. The shares covered by (i) any
unexercised portion of an Option that has terminated for any reason, or (ii)
any Restricted Stock which has been forfeited, may again be granted under 
this Plan, and such shares shall not be considered as having been optioned 
or issued in computing the number of shares of Stock remaining available for
grant hereunder.

5.2	Antidilution.

(a)	In the event that the outstanding shares of Stock are changed into or
exchanged for a different number or kind of shares or other securities of 
the Company by reason of merger, consolidation, reorganization, 
recapitalization, reclassification, combination or exchange of shares, 
stock split or stock dividend, or in the event that any spin-off, spin-out 
or other distribution of assets materially affects the price of the 
Company's stock:

	(i)	The aggregate number and kind of shares of Stock for which 
Options, SARs and/or Restricted Stock may be granted hereunder shall be 
adjusted proportionately by the Board; and

	(ii)	The rights of Participants (concerning the number of shares 
subject to Options and SARs and the Option Price) under outstanding Options
and SARs shall be adjusted proportionately by the Board. 

(b)	If the Company shall be a party to any reorganization in which it does
not survive, involving merger, consolidation, or acquisition of the stock or
substantially all the assets of the Company, the Board, in its discretion, 
may:
	
       (i) declare that all Options and SARs granted under the Plan shall 
become exercisable immediately and that all Restricted Stock shall become 
vested notwithstanding the provisions of the respective Agreements regarding
exercisability or vesting, and that all such Options and SARs shall 
terminate 30 days after the Board gives written notice of the immediate 
right to exercise all such Options and SARs and of the decision to terminate
all Options and SARs not exercised within such 30-day period; or

	(ii)	notify all Participants that all Options and SARs granted under
the Plan and all Restricted Stock Agreements shall be assumed by the 
successor corporation or substituted with Options, SARs or Restricted Stock
issued by such successor corporation.

(c)	If the Company is to be liquidated or dissolved in connection with a 
reorganization described in paragraph 5.2(b), the provisions of such 
paragraph shall apply. In all other instances, the adoption of a plan of 
dissolution or liquidation of the Company shall cause (i) every Option and 
SAR outstanding under the Plan to terminate to the extent not exercised 
prior to the adoption of the plan of dissolution or liquidation by the 
stockholders, provided that the Board in its discretion may declare all 
Options and SARs granted under the Plan to be exercisable at any time on or
before the fifth business day following such adoption notwithstanding the 
provisions of the respective Agreements regarding exercisability and (ii) 
every share of Restricted Stock to vest. The Board's actions under this 
provision and the Participant's exercise of Options and SAR's under this 
provision shall be subject, however, to the limitations set forth in 
Articles VI and Article VII hereof.

(d)	The adjustments described in paragraphs (a) through (c) of this 
Section 5.2, and the manner of their application, shall be determined solely
by the Board, and any such adjustment may provide for the elimination of 
fractional share interests. The adjustments required under this Article V 
shall apply to any successors of the Company and shall be made regardless of
the number or type of successive events requiring such adjustments.

                                    ARTICLE VI
                                     OPTIONS

6.1	Types of Options Granted. Within the limitations provided herein, 
Options may be granted to one Participant at one or several times or to 
different Participants at the same time or at different times, in either 
case under different terms and conditions, as long as the terms and 
conditions of each Option are consistent with the provisions of the Plan. 
Without limitation of the foregoing, Options may be granted subject to 
conditions based on the financial performance of the Company or any other 
factor the Board deems relevant.

6.2	Option Grant and Agreement. Each Option granted or modified hereunder
shall be evidenced (a) by either minutes of a meeting or a written consent 
of the Board, and (b) by a written Stock Option Agreement executed by the 
Company and the Participant. The terms of the Option, including the Option's
duration, time or times of exercise, exercise price, whether the Option is 
intended to be an ISO, and whether the Option is to be accompanied by the 
right to receive a Reload Option, shall be stated in the Stock Option 
Agreement. Separate Stock Option Agreements shall be used for Options 
intended to be ISO's and those not so intended.

6.3	Optionee Limitations.
The Board shall not grant an ISO to any person who, at the time the ISO 
would be granted:

(a)	is not an Employee; or

(b)	owns or is considered to own stock possessing more than 10% of the 
total combined voting power of all classes of stock of the Employer, or any
Parent or Subsidiary of the Employer; provided, however, that this 
limitation shall not apply if at the time an ISO is granted the Option Price
is at least 110% of the Fair Market Value of the Stock subject to such 
Option and such Option by its terms would not be exercisable after the 
expiration of five years from the date on which the Option is granted. 
For the purpose of this paragraph (b), a person shall be considered to own 
(i) the stock owned, directly or indirectly, by or for his brothers and 
sisters (whether by the whole or half blood), spouse, ancestors and lineal 
descendants, (ii) the stock owned, directly or indirectly, by or for a 
corporation, partnership, estate, or trust in proportion to such person's 
stock interest, partnership interest or beneficial interest therein, and 
iii) the stock which such person may purchase under any outstanding options 
of the Employer or of any Parent or Subsidiary of the Employer.

6.4	$100,000 Limitation. Except as provided below, the Board shall not 
grant an ISO to, or modify the exercise provisions of outstanding ISO's held
by, any person who, at the time the ISO is granted (or modified), would 
thereby receive or hold any incentive stock options (as described in Code 
section 422) of the Employer and any Parent or Subsidiary of the Employer, 
such that the aggregate Fair Market Value (determined as of the respective 
dates of grant or modification of each option) of the stock with respect to
which such incentive stock options are exercisable for the first time during
any calendar year is in excess of $100,000; provided, that the foregoing 
restriction on modification of outstanding ISO's shall not preclude the 
Board from modifying an outstanding ISO if, as a result of such modification
and with the consent of the Optionee, such Option no longer constitutes an 
ISO; and provided that, if the $100,000 limitation described in this Section
6.4 is exceeded, an Option that otherwise qualifies as an ISO shall be 
treated as an ISO up to the limitation and the excess shall be treated as an
Option not qualifying as an ISO. The preceding sentence shall be applied by
taking options intended to be ISO's into account in the order in which they
were granted.

6.5	Option Price. The Option Price under each Option shall be determined 
by the Board. However, the Option Price shall not be less than 50% of the 
Fair Market Value of the Stock, or in the case of an ISO less than the Fair
Market Value of the Stock, in each case on the date that the Option is 
granted (or, in the case of an ISO that is subsequently modified, on the 
date of such modification).

6.6 	Exercise Period. The period for the exercise of each Option granted 
hereunder shall be determined by the Board, but the Stock Option Agreement 
with respect to each Option intended to be an ISO shall provide that such 
Option shall not be exercisable after the expiration of ten years from the 
date of grant (or modification) of the Option. In addition, no Option 
granted to a Participant who is also an Officer or Director shall be 
exercisable prior to the expiration of six months from the date such Option
is granted, other than in the case of the death or disability of such 
Participant.

6.7	Option Exercise.

(a) 	Unless otherwise provided in the Stock Option Agreement, an Option may
be exercised at any time or from time to time during the term of the Option
as to any or all whole shares that have become Purchasable under the 
provisions of the Option, but not at any time as to less than 100 shares 
unless the remaining shares that have become so Purchasable are less than 
100 shares. The Board shall have the authority to prescribe in any Stock 
Option Agreement that the Option may be exercised only in accordance with a
vesting schedule during the term of the Option.

(b)	An Option shall be exercised by (i) delivery to the Treasurer of the 
Company at its principal office of written notice of exercise with respect 
to a specified number of shares of Stock, and (ii) payment to the Company at
that office of the full amount of the Option Price for such number of 
shares.

(c)	The Option Price shall be paid in full upon the exercise of the 
Option; provided, however, that the Board may provide in a Stock Option 
Agreement that, in lieu of cash, all or any portion of the Option Price may
be paid by tendering to the Company shares of Stock duly endorsed for 
transfer and owned by the Optionee, to be credited against the Option Price
at the Fair Market Value of such shares on the date of exercise (however, 
no fractional shares may be so transferred, and the Company shall not be 
obligated to make any cash payments in consideration of any excess of the 
aggregate Fair Market Value of shares transferred over the aggregate option
price).

(d)	In addition to and at the time of payment of the Option Price, the 
Optionee shall pay to the Company in cash the full amount of any federal, 
state and local income, employment or other taxes required to be withheld 
from the income of such Optionee as a result of such exercise; provided, 
however, that in the discretion of the Board any Stock Option Agreement may
provide that all or any portion of such tax obligations, together with 
additional taxes not exceeding the actual additional taxes to be owed by the
Optionee as a result of such exercise, may, upon the irrevocable election of
the Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value 
on the date of exercise equal to the amount of such taxes thereby being 
paid, and subject to such restrictions as to the approval and timing of any
such election as the Board may from time to time determine to be necessary 
or appropriate to satisfy the conditions of the exemption set forth in Rule
16b-3 under the 1934 Act.

(e) 	The holder of an Option shall not have any of the rights of a 
stockholder with respect to the shares of Stock subject to the Option until
such shares have been issued and transferred to him upon the exercise of 
the Option.

6.8	Nontransferability of Option. No Option or any rights therein shall be
transferable by an Optionee otherwise than by will or the laws of descent 
and distribution. During the lifetime of an Optionee, an Option granted to 
that Optionee shall be exercisable only by such Optionee (or by such 
Optionee's guardian or other legal representative, should one be appointed).

6.9	Termination of Employment. The Board shall have the power to specify,
with respect to the Options granted to any particular Optionee, the effect 
upon such Optionee's right to exercise an Option of the termination of such
Optionee's employment under various circumstances, including but not 
limited to the death or disability of the Optionee which effect may include
immediate or deferred termination of such Optionee's rights under an Option,
or acceleration of the date at which an Option may be exercised in full.

6.10	Employment Rights. Options granted under the Plan shall not be 
affected by any change of employment so long as the Optionee continues to be
an employee or Board member. Nothing in the Plan or in any Stock Option 
Agreement shall confer on any person any right to continue in the employ of
the Company or any Subsidiary of the Company, or shall interfere in any way
with the right of the Company or any such Subsidiary to terminate such 
person's employment at any time.

6.11 Certain Successor Options. To the extent not inconsistent with the 
terms, limitations and conditions of Code section 422, and any regulations 
promulgated with respect thereto, an Option issued in respect of an option 
held by a Participant to acquire stock of any entity acquired, by merger or
otherwise, by the Company (or any Subsidiary of the Company) may contain 
terms that differ from those stated in this Article VI, but solely to the 
extent necessary to preserve for any such Participant the rights and 
benefits contained in such predecessor option, or to satisfy the 
requirements of Code section 425(a).

                                   ARTICLE VII
                           STOCK APPRECIATION RIGHTS

7.1	Grant and Exercise. Stock Appreciation Rights may be granted in 
conjunction with all or part of any Stock Option granted under the Plan. In
the case of a Non-Qualified Stock Option, such rights may be granted either
at or after the time of the grant of such Stock Option. In the case of an 
Incentive Stock Option, such rights may be granted only at the time of the 
grant of such Stock Option.

A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that, 
unless otherwise determined by the Board at the time of grant, a Stock 
Appreciation Right granted with respect to less than the full number of 
shares covered by a related Stock Option shall not be reduced until the 
number of shares covered by an exercise or termination of the related Stock
Option exceeds the number of shares not covered by the Stock Appreciation 
Right.	

A Stock Appreciation Right may be exercised by a Participant,in accordance 
with Section 7.2, by surrendering the applicable portion of the related 
Stock Option in accordance with procedures established by the Board for such
purposes. Upon such exercise and surrender, the Participant shall be 
entitled to receive an amount determined in a manner prescribed in Section 
7.1. Stock Options which have been so surrendered shall no longer be 
exercisable to the extent the related Stock Appreciation Rights have been 
exercised.

7.2	Terms and Conditions. Stock Appreciation Rights shall be 
subject to such terms and conditions, not inconsistent with the provisions 
of the Plan, as shall be determined from time to time by the Board, 
including the following:

(i)	Stock Appreciation Rights shall be exercisable only at such time or 
times and to the extent that the Stock Options to which they relate are 
exercisable, in accordance with the provisions of Article VI and Article VII
of the Plan.

(ii)	Upon the exercise of a Stock Appreciation Right, a Participant shall 
be entitled to receive an amount in cash and/or shares of Stock in the 
aggregate equal in value to the excess of the Fair Market Value of one share
of Stock over the option price per share specified in the related Stock 
Option multiplied by the number of shares in respect of which the Stock 
Appreciation Right shall have been exercised, with the Board having the 
right to determine the form of payment.

(iii)	Stock Appreciation Rights shall be transferable only when and to the 
extent that the underlying Stock Option would be transferable under 
Article VI of the Plan.

(iv)	Upon the exercise of a Stock Appreciation Right, the Stock Option or 
part thereof to which Stock Appreciation Right is related shall be deemed to
have been exercised for the purpose of the limitation set forth in Article V
of the Plan on the number of shares of Stock to be issued under the Plan, 
but only to the extent of the number of shares of Stock issued under the 
Stock Appreciation Right based on the value of the Stock Appreciation Right.

(v)	The Board may provide, at the time of grant, that such Stock 
Appreciation Right can be exercised only in the event of a Change in Control
and/or a Potential Change in Control, subject to such terms and conditions 
as the Board may specify at grant.

(vi)	The Board may also provide that, in the event of a Change in Control 
and/or a Potential Change in Control, the amount to be paid upon the 
exercise of a Stock Appreciation Right shall be based on the Change in 
Control Price, subject to such terms and conditions as the Board may specify
at grant.
 
                                   ARTICLE VIII
                           AWARDS OF RESTRICTED STOCK

8.1	Administration. Shares of Restricted Stock may be issued either alone
or in addition to other awards granted under the Plan. The Board shall 
determine the Participants to whom, and the time or times at which, such 
grants will be made, the number of shares to be awarded, the price (if any)
to be paid under Section 8.2(i) by the recipient of a Restricted Stock 
Award, the time or times within which such awards may be subject to 
forfeiture, and all other conditions of the awards.	

The Board may condition grants of Restricted Stock upon the attainment of 
specified performance goals or such other factors or criteria as the Board 
may determine.

The provisions of Restricted Stock Awards need not be the same with respect
to each recipient.

8.2	Restrictions and Conditions. Restricted Stock Awards shall be subject
to the following restrictions and conditions:

(i)	The purchase price for shares of Restricted Stock may be equal to or 
less than their par value and may be zero.

(ii)	Awards of Restricted Stock must be accepted within a period of 60 days
(or such shorter periods as the Board may specify at grant) after the award
date, by executing a Restricted Stock Agreement and paying whatever price 
(if any) is required under Section 8.2(i).

The prospective recipient of a Restricted Stock Award shall not have 
any rights with respect to such award, unless and until such recipient has 
executed an agreement evidencing the award and has delivered a fully 
executed copy thereof to the Company, and has otherwise complied with the 
applicable terms and conditions of such award.

(iii)	Each Participant receiving a Restricted Stock Award shall be 
issued a stock certificate in respect of such shares of Restricted Stock. 
Such certificate shall be registered in the name of such Participant, and 
shall bear an appropriate legend referring to the terms, conditions, and 
restrictions applicable to such award, substantially in the following form:

"The transferability of this certificate and the shares of stock 
represented hereby are subject to the terms and conditions (including 
forfeiture) of the Alico, Inc. 1998 Incentive Equity Plan and an Agreement 
entered into between the registered owner and Alico, Inc. Copies of such 
Plan and Agreement are on file in the offices of Alico, Inc., La Belle, 
Florida."

The Board may require that the stock certificates evidencing such 
shares be held in custody by the Company until the restrictions thereon 
shall have lapsed, and that, as a condition of any Restricted Stock Award, 
the participant shall have delivered a stock power, endorsed in blank, 
relating to the Stock covered by such award.

(iv)	Subject to the provisions of this Plan and the applicable award 
agreement, during a period set by the Board commencing with the date of such
award (the "Restriction Period"), the Participant shall not be permitted to
sell, transfer, pledge, assign or otherwise encumber shares of Restricted 
Stock awarded under the Plan.

Based on service, performance and/or such other factors or criteria as the 
Board may determine, the Board may, however, at or after grant provide for 
the lapse of such restrictions in installments and/or may accelerate or 
waive such restrictions in whole or in part.

(v)   Except as provided in this Section 8.2, unless otherwise determined by 
the Board the recipient shall have, with respect to the shares of Restricted
Stock covered by any award, all of the rights of a stockholder of the 
Company, including the right to vote the shares, and the right to receive 
any dividends.

(vi)	Except as otherwise provided in this Section 8.2 and in the applicable
award agreement, upon termination of a participant's employment with the 
Company or any Subsidiary or Affiliate for any reason during the Restriction
Period for a given award, all shares still subject to restriction shall be 
forfeited by the participant, provided, however, the Board may provide for 
waiver of the restrictions in the event of termination of employment due to
death, disability or retirement.

(vii)	In the event of hardship or other special circumstances of a 
participant whose employment with the Company or any Subsidiary or Affiliate
is involuntarily terminated, the Board may waive in whole or in part any or
all remaining restrictions with respect to any or all of the Participant's 
Restricted Stock, based on such factors and criteria as the Board may deem 
appropriate.

(viii) If and when the Restriction Period expires without a prior forfeiture
of the Restricted Stock subject to such Restriction Period, unrestricted 
certificates for such shares shall be delivered to the participant.

                                  ARTICLE IX
                         CONDITIONS TO ISSUING STOCK,
                         SAR OR RESTRICTED STOCK AWARD

The Company shall not be required to issue or deliver any Stock purchased 
(i) pursuant to any Restricted Stock Award or (ii) upon the full or partial
exercise of any Option or SAR granted hereunder prior to fulfillment of all
of the following conditions:

(a)	The admission of such shares to listing on all stock exchanges on 
which the Stock is then listed;

(b)	The completion of any registration or other qualification of such 
shares that the Company shall determine to be necessary or advisable under 
any federal or state law or under the rulings or regulations of the 
Securities and Exchange Commission or any other governmental regulatory 
body, or the Company's determination that an exemption is available from 
such registration or qualification;

(c)   The obtaining of any approval or other clearance from any federal or 
state governmental agency that the Company shall determine to be necessary 
or advisable; and

(d)	The lapse of such reasonable period of time following exercise as 
shall be appropriate for reasons of administrative convenience.

Unless the shares of Stock covered by the Plan shall be the subject of an 
effective registration statement under the Securities Act of 1933, as 
amended, stock certificates issued and delivered to Participants shall bear
such restrictive legends as the Company shall deem necessary or advisable 
pursuant to applicable federal and state securities laws.

                                  ARTICLE X
              TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

The Board may at any time, (i) cause the Board to cease granting Options or
Restricted Stock Awards, (ii) terminate the Plan, or (iii) in any respect 
amend or modify the Plan; provided, however, that the Board (unless its 
actions are approved or ratified by the stockholders of the Company within 
twelve months of the date the Board amends the Plan) may not amend the Plan
to:

(a)	Increase the number of shares of Stock subject to the Plan beyond the
amount previously approved or ratified by the stockholders; or

(b)	Change or modify the class of persons that may participate in the 
Plan.

No termination, amendment or modification of the Plan shall affect 
adversely the rights of a Participant under any outstanding Option, SAR or 
Restricted Stock Award without the consent of the Participant or his legal 
representative.

                                ARTICLE XI
                              MISCELLANEOUS

11.1	Replacement Grants. At the sole discretion of the Board, a Participant
may be given an election to surrender an Option, SAR or Restricted Stock 
Award in exchange for a new Option, SAR or Restricted Stock Award.

11.2	Forfeiture for Competition. If a Participant provides services to a 
competitor of the Company or any of its Subsidiaries, whether as an 
employee, officer, director, independent contractor, consultant, agent or 
otherwise, such services being of a nature that can reasonably be expected 
to involve the skills and experience used or developed by the Participant 
while an Employee, then that Participant's rights under any Options, SARs or
Restricted Stock Awards outstanding hereunder shall be forfeited and 
terminated, subject to a determination to the contrary by the Board.

11.3	Plan Binding on Successors. The Plan shall be binding upon the 
successors of the Company.

11.4	Gender. Whenever used herein, the masculine pronoun shall include the
feminine gender.

11.5	Headings No Part of Plan. Headings of Articles and Sections hereof are
inserted for convenience and reference, and do not constitute a part of the 
Plan.

                                  EXHIBIT 5.1

                               January 13, 1999

Alico, Inc.
P. O. Box 338
La Belle, FL  33975

	Re:	Registration Statement on Form S-8
		Alico, Inc., 1998 Incentive Equity Plan

Gentlemen:

	This opinion is given to you in connection with the filing by Alico, 
Inc., a Florida Corporation (the "Company"), with the Securities and 
Exchange Commission under the Securities Act of 1933, as amended, of the 
Registration Statement on Form S-8 (the "Registration Statement") with 
respect to 650,000 shares of the common stock, $1.00 par value, of the 
Company issuable pursuant to the Alico, Inc., 1998 Incentive Equity Plan 
(the "Plan") (all shares of such stock issuable pursuant to the Plan are 
referred to herein as the "Common Stock").  As counsel for the Company, we 
have examined the relevant corporate documents incident to the giving of 
this opinion.

	Based on the foregoing, we are of the opinion that the shares of 
Common Stock, when issued and delivered in accordance with the provisions 
of the Plan and options issued thereunder, will be legally issued, fully 
paid and non-assessable.

	We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

							Very truly yours,

							Fowler, White, Gillen, Boggs,
							Villareal and Banker, P.A.

 

 

                                    

                                  EXHIBIT 23.2

                  
                       Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Alico, Inc. 1998 Incentive Equity Plan, of our 
report dated October 9, 1998, relating to the consolidated balance sheets of
Alico, Inc. and subsidiary as of August 31, 1998 and 1997 and the related
consolidated statements of operations and cash flows for the fiscal years 
in the three-year period ended August 31, 1998, which report appears on page
19 of the 1998 Financial Statements booklet in the Registrant's 1998 Annual
Report to Stockholders which is incorporated by reference in the August 31,
1998 Annual Report on Form 10-K of Alico, Inc. filed with the Securities and
Exchange Commission.

                                                                    KPMG LLP
Orlando, Florida
January 13, 1999