Abstract: An apparatus and method for packaging citrus fruit or discrete articles in a tightly packed pattern or arrangement closely resembling that of a hand packed box. A two-part telescoped box is conveyed in inverted position to a box filling and counting station, the box including an box inner part in which the side and end flaps are in open relation at the box filling station. At the counting station, fruit is being oscillated transversely of their path of travel so as to singulate the fruit into a plurality of counting stations arranged in a row and in a valley. When the row count has been satisfied, all of the fruit in the row are lifted upwardly for discharge into the open box. When the full count is satisfied, the filled box with fruit extending above the top of the outer box is moved to a box handling station in which the inner box is lifted to a height where the side and end flaps of the inner box may be folded over the top fruit.