This work was carried out in the orchard of Toshka Horticultural Research Station, Aswan Governorate. It went on for two successive seasons (2018 and 2019). The work involved six mature Valencia orange trees. The trees were about 15 years old. All the investigated trees were on sour orange rootstocks. The objective of this experiment was studying the behavior of growth of Valencia orange trees grown under Toshka conditions. It was also decided to study the distribution of the newly developing shoots throughout the growth seasons. The seasonal changes of mineral elements (N, P and K) and carbohydrates in leaves, and fruit quality of Valencia orange trees were also investigating. The following results were obtained: 1)       All the investigated trees trended to have two growth cycles (spring and summer cycles). 2)       The spring growth flush (main cycle) took place by the beginning of April till the end of May. 3)       The summer growth flush took place by the beginning of July till the end of October. 4)       All the new shoots started to grown slowly, then rapidly and gradually slowed down by the end of the period. 5)       The Valencia trees tended to bear the flowers on two types of growth. The first type was the new shoots (leafy inflorescences) that developed during April and May. 6)       The second type was the woody inflorescences that was borne on the old wood developed in the previous years. 7)       Fruit set was much higher in the leafy inflorescences than that on the woody type. 8)       Leaf nitrogen content (mgm/leaf) started low then increase gradually with age of the leaves till it reached the peak by March and there was a noticeable decrease by April of the two seasons. 9)       There was a great build up in total carbohydrates of leaves during Winter and early Spring in both the two season of the study. 10)   Fruit weight, size, length and diameter was higher during 2018 than that during 2019 season. 11)   Fruit juice weight was much lower in the beginning of the season, then gradually increased at harvesting time. 12)   Titratable acidity as well as vitamin C (mgm /100 C. C of juice) was high at the beginning of season, then gradually decreased at harvesting time of the two seasons. 13)   There was a noticeable increase in the number of fruits per tree (yield) during 2019 than that during 2018 season. It is probably may be due to alternate bearing habit in Valencia orange trees.