UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-Q

    X   QUARTERLY   REPORT   PURSUANT   TO   SECTION   13  OR   15(d)  OF  THE
--------
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended March 31, 1997

                                      OR

                TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d) OF THE
----------
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to  ___________

                       Commission file number 33-95298

                            GALAXY TELECOM, L.P._____
              Exact name of Registrant as specified in its charter)


            Delaware                         43-1697125_________
 (States or other jurisdiction of          (IRS Employer
 incorporation or organization)           Identification Number)


 1220 North Main, Sikeston, Missouri              63801________
(Address of principal executive offices)       (zip code)

Registrant telephone number, including area code: (573) 472-8200

Indicate by check mark whether the Registrant (1) has filed all reports required
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
previous 12 months (or for such shorter  period that the Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days:
           Yes         X            No  ___________





<PAGE>






                             GALAXY TELECOM, L.P.
                                  FORM 10-Q

                     FOR THE QUARTER ENDED MARCH 31, 1997

                                    INDEX
                                                                            PAGE
PART I.    Financial Information

Item 1.     Consolidated Financial Statements
                 Galaxy Telecom, L.P.  .....................................3
                 Notes to Consolidated Financial Statements.................7

Item 2.   Management's Discussion and Analysis of
                 Financial Condition and Results of Operations..............9

PART II.  Other Information................................................15

Signatures       ..........................................................16

Exhibit Index    ..........................................................17






                                       2
<PAGE>




                     GALAXY TELECOM, L.P. AND SUDSIDIARY
                         CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                        March 31,    December 31,
  ASSETS                                                                   1997          1996
                                                                            ----          ----
                                                                       (Unaudited)
<S>                                                                   <C>            <C>

  Cash and cash equivalents                                           $  3,504,518   $  2,338,345
  Subscriber receivables, net of allowance for doubtful accounts of
   $389,213 and $411,950, respectively                                   5,356,745      5,998,127
  Systems and equipment, net                                           144,193,926    144,822,616
  Intangible assets, net                                                61,492,948     62,330,152
  Prepaids and other                                                     2,641,345      2,008,768
                                                                      ------------   ------------

     Total assets                                                     $217,189,482   $217,498,008
                                                                      ============   ============


       LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                               $ 21,250,849   $ 17,738,261
  Subscriber deposits and deferred revenue                               5,080,850      4,763,327
  Long-term debt and other obligations                                 170,229,775    169,737,608
                                                                      ------------   ------------

     Total liabilities                                                 196,561,474    192,239,196
                                                                      ------------   ------------

Commitments and contingencies

  Partners' Capital:
     General partners                                                   13,627,008     18,257,812
     Limited partners                                                    7,001,000      7,001,000
                                                                      ------------   ------------

     Total partners' capital                                            20,628,008     25,258,812
                                                                      ------------   ------------

     Total liabilities and partners' capital                          $217,189,482   $217,498,008
                                                                      ============   ============

<FN>



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

</FN>
</TABLE>


                                       3
<PAGE>

                    GALAXY TELECOM, L.P. AND SUDSIDIARY
                   CONSOLIDATED STATEMENTS OF OPERATIONS


                                              For the three months ended
                                         March 31, 1997        March 31, 1996
                                          ------------          ------------
                                           (Unaudited)           (Unaudited)

Revenues                                  $ 16,665,838          $ 14,475,398
                                          ------------          ------------

Operating expenses:
    Systems operations                       7,798,833             6,565,733
    Selling, general and administrative      1,670,698             1,572,354
    Management fee to affiliate                749,960               651,393
    Depreciation and amortization            6,006,967             4,311,423

      Total operating expenses              16,226,458            13,100,903
                                          ------------          ------------

Operating income                               439,380             1,374,495

Interest expense                            (5,076,262)           (4,853,293)
Interest income and other                        6,078                46,015
                                          ------------          ------------

    Net loss                              $ (4,630,804)         $ (3,432,783)
                                          ============          ============







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





                                       4
<PAGE>




                     GALAXY TELECOM, L.P. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                                 (Unaudited)
<TABLE>
<CAPTION>


                                                                     Limited Partners
                              General        ---------------------------------------------------------------------
                             Partners         Class B        Class C       Class D          Class E         Total          Total
                             --------         -------        -------       -------          -------         -----          -----
<S>                        <C>             <C>            <C>            <C>            <C>              <C>          <C>

Contributions             $ 29,625,000    $      1,000   $    416,000   $  6,384,000           --        6,801,000    $ 36,426,000

Syndication and trans-
  action costs                (730,171)           --             --             --             --             --          (730,171)

Net loss for period           (175,311)           --             --             --             --             --          (175,311)
                          ------------    ------------   ------------   ------------   ------------   ------------    ------------
Balance at December 31,
      1994                  28,719,518           1,000        416,000      6,384,000           --        6,801,000      35,520,518

Contributions               15,000,000            --             --             --     $    200,000        200,000      15,200,000

Net loss for period         (8,549,767)           --             --             --             --             --        (8,549,767)
                          ------------    ------------   ------------   ------------   ------------   ------------    ------------

Balance at December 31,
      1995                  35,169,751           1,000        416,000      6,384,000        200,000      7,001,000      42,170,751

Net loss for period        (16,911,939)           --             --             --             --             --       (16,911,939)
                          ------------    ------------   ------------   ------------   ------------   ------------    ------------

Balance at December 31,
      1996                  18,257,812    $      1,000   $    416,000   $  6,384,000   $    200,000   $  7,001,000    $ 25,258,812


Net loss for period         (4,630,804)           --             --             --             --             --        (4,630,804)
                          ------------    ------------   ------------   ------------   ------------   ------------    ------------

Balance at March 31,
      1997                $ 13,627,008    $      1,000   $    416,000   $  6,384,000   $    200,000   $  7,001,000    $ 20,628,008
                          ============    ============   ============   ============   ============   ============    ============

<FN>




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

</FN>
</TABLE>

                                       5
<PAGE>




                     GALAXY TELECOM, L.P. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                           For the three months ended
                                                        March 31, 1997   March 31, 1996
                                                         ------------     ------------
                                                           (Unaudited)     (Unaudited)
<S>                                                      <C>              <C>

Cash flows from operating activities:
  Net loss                                               $ (4,630,804)    $ (3,432,783)
  Adjustments to reconcile net loss to net cash
  provided by operating activities:

  Depreciation expense                                      4,980,651        3,852,692
  Amortization expense                                      1,026,316          458,731
  Amortization of debt issue costs                            233,693          485,609
  Financeable interest                                           --            132,124
  Provision for doubtful accounts receivable                  510,683          289,336

  Changes in assets and liabilities:
    Subscriber receivables                                    130,699        1,919,606
    Prepaids and other                                       (632,577)        (526,042)
    Accounts payable and accrued expenses                   3,512,588       (1,996,801)
    Subscriber deposits and deferred revenues                 317,523       (1,964,301)
                                                         ------------     ------------
Net cash provided by (used in) operating activities         5,448,772         (781,829)
                                                         ------------     ------------

Cash flows from investing activities:
  Acquisition of cable systems                                   --         (9,192,555)
  Capital expenditures                                     (4,351,961)      (2,761,427)
  Other intangible assets                                    (407,806)         (50,043)
                                                         ------------     ------------
Net cash used in investing activities                      (4,759,767)     (12,004,025)
                                                         ------------     ------------

Cash flows from financing activities:
  Borrowings under revolver                                   500,000       17,350,000
  Payments on revolver                                           --         (5,000,000)
  Payments on other debt                                      (22,832)         (41,736)
                                                         ------------     ------------
Net cash provided by financing activities                     477,168       12,308,264
                                                         ------------     ------------

Net increase (decrease) in cash                             1,166,173         (477,590)

Cash and cash equivalents,  beginning of period             2,338,345        3,430,835
                                                         ------------     ------------

Cash and cash equivalents, end of period                 $  3,504,518     $  2,953,245
                                                         ============     ============
<FN>

  The  accompanying  notes are an integral  part of the  consolidated  financial statements.
</FN>
</TABLE>



                                        6
<PAGE>

GALAXY TELECOM, L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED


1.  STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION

    The  attached  unaudited  interim  financial  statements  are  presented  in
accordance with the  requirements  of Form 10-Q and  consequently do not include
all of the footnote  disclosures  required for audited  financial  statements by
generally accepted  accounting  principles.  The results for March 31, 1997, and
for the three months then ended are not necessarily indicative of the results to
be  expected  for  the  entire  1997  fiscal  year.  It is  suggested  that  the
accompanying  financial statements be read in conjunction with the Partnership's
Annual Report on Form 10-K/A for the year ended December 31, 1996.

    Galaxy Telecom Capital Corp.  ("Capital Corp."), a Delaware  corporation,
was  formed  July 26,  1995 and was funded  August 1, 1995 as a wholly  owned
subsidiary of the  Partnership.  Capital Corp.  did not have any  significant
operations for the period ended March 31, 1997.

    The  following  notes,  insofar as they are  applicable  to the three months
ended  March 31,  1997 and March 31,  1996,  are not  audited.  In  management's
opinion,   all  adjustments,   consisting  of  only  normal  recurring  accruals
considered  necessary for a fair  presentation of such financial  statements are
included.

2.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    Interest paid during the three months ended March 31, 1997 was approximately
$2.1  million.  Interest  paid during the three  months ended March 31, 1996 was
approximately $7.8 million.

    There were no non-cash  transactions  for the three  months  ended March 31,
1997 and 1996.


3.  RELATED PARTY TRANSACTIONS

      The Partnership  incurs management fees and expenses pursuant to the terms
of a management agreement with Galaxy Systems Management,  Inc., an affiliate of
a general partner, under which it manages the Partnership's business. Management
fees are  calculated  at 4.5% of gross  revenues  as defined  in the  management
agreement. Management fees totaled $749,960 for the three months ended March 31,
1997 and $651,393 for the three months ended March 31, 1996.



                                       7
<PAGE>

4.  LONG-TERM DEBT

    Long-term debt consists of the following:

                                            March 31,        December 31,
                                                 1997              1996
                                          ------------      ------------
                                           (Unaudited)

      Revolving Credit Facility            $50,376,377       $49,876,377
      Senior Subordinated Notes            120,000,000       120,000,000
      Unamortized discount                    (510,000)         (525,000)
      Other                                    363,399           386,231
                                          ------------      ------------
         Total                            $170,229,775      $169,737,608
                                          ============      ============


5.    SUBSEQUENT EVENTS

      On April 7, 1997, the Partnership sold its cable television system located
in Five Points, South Carolina (the "Five Points Sale"),  representing 311 basic
subscribers  for  $372,645,   or  approximately   $1,200  per  subscriber.   The
Partnership  will  use  proceeds  from  the  Five  Points  Sale to pay  down the
principal of the Revolving Note.


      On April 7, 1997,  the  Partnership  signed a letter of intent to purchase
certain assets comprising cable television  systems owned by Venture  Associates
Corp. ("Venture") for a purchase price of $675,000,  which is subject to certain
adjustments.  As of December 31, 1996, the Venture systems passed  approximately
980 homes located in Marion County  Florida,  with 8.6 miles of plant, a density
of 114 homes per mile.  As of December  31,  1996,  the Venture  systems  served
approximately 954 basic  subscribers,  a basic penetration rate of approximately
97.3%.



                                       8
<PAGE>


      PART I.  FINANCIAL INFORMATION

      Item  2.  --   MANAGEMENT'S   DISCUSSION   AND  ANALYSIS  OF  FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS

      INTRODUCTION

      During  the  second   quarter  of  1996,   Galaxy   Telecom,   L.P.   (the
"Partnership") acquired certain cable television systems of Cablevision of Texas
III,  Empire  Communications,  Empire  Cable of  Kansas,  Hurst  Communications,
Midcontinent Cable Systems and High Plains Cable for an aggregate  consideration
of $12.9 million.  During the fourth quarter of 1995, the  Partnership  acquired
certain  cable  television  systems  of  Douglas  Cable  Communications  Limited
Partnership,  Friendship Cable Southeast,  Vista/Narragansett Cable, L.P., Vista
Communications   Limited   Partnership   I,  and  Phoenix  Cable  for  aggregate
consideration of $88.7 million.

      On June 15, 1996, the Partnership  traded certain of its assets located in
Shawnee  County and  Jefferson  County,  Kansas for  certain  assets  comprising
approximately  seven  cable  television  systems  of  TCI  located  in  northern
Mississippi.

      On November 1, 1996,  Galaxy acquired certain assets comprising five cable
television  systems of C-S Cable for a  purchase  price of  Approximately  $2.27
million,  serving  approximately  3,450  subscribers in 5 franchise areas in and
around Marion and Sumter Counties in Florida.

      On November 1, 1996,  Galaxy  traded assets  comprising  the Ranburn cable
system in Ranburn,  Alabama serving  approximately 110 subscribers for a similar
system in Mexia,  Alabama  serving  approximately  230  subscribers.  This trade
allowed Galaxy to trade a small system out of a non-targeted  service area for a
similar system in proximity to our targeted service areas.


      RESULTS OF OPERATIONS

      The following  table sets forth the  percentage  relationship  of selected
income statement items as a percent of revenues for the three months ended March
31, 1997 and March 31, 1996. Amounts shown are in thousands.


                                       9
<PAGE>


                                           March 31, 1997    March 31, 1996
                                           --------------    --------------
                                         Amount     %age     Amount     %age
                                         ------     ----     ------     ----

Subscription service revenue             $16,666   100.0%    $14,475    100.0%
                                         -------- --------  ---------  -------

Operating expenses:
    System operations                      7,799    46.8%      6,566     45.4%
    Selling, general and administrative    1,671    10.0%      1,572     10.9%
    Management fees                          750     4.5%        651      4.5%
    Depreciation and amortization          6,007    36.0%      4,312     29.8%
                                          -------  -------   --------  -------

    Total operating expenses              16,227    97.4%     13,101     90.5%
                                         -------   -------   --------  -------

Operating income (loss)                      439     2.6%      1,374      9.5%

     Interest expense                     (5,076)  (30.4%)    (4,853)   (33.5%)
     Other income (expense)                    6     0.0%         46       .3%
                                         --------  -------   --------   ------
Net loss                                 $(4,631)  (27.8%)   $(3,433)   (23.7%)
                                         ========  =======   ========   =======


      The  following  table sets forth  demographic  information as of March 31,
1996 and March 31, 1997.  


                                 March 31,         March 31,
                                   1996              1997
                                   ----              ----
       

  Homes Passed                    281,402          283,948
  Basic Subscribers               171,789          178,819
  Basic Penetration                61.05%           62.92%
  Revenue per Subscriber           $29.24           $32.06

  Premium Subscribers              89,290           99,930
  Premium Penetration              52.91%           57.25%

      The  Partnership  generated  revenues  in the  amount of  $16,665,838  and
$14,475,398 for the three month periods ended March 31, 1997 and March 31, 1996,
respectively.  The  Partnership  was  able  to  realize  additional  revenue  by
increasing basic and premium rates in certain systems during 1996 and during the
first quarter of 1997,  therefore average revenue per subscriber  increased from
$29.65 at March 31, 1996 to $32.06 at March 31, 1997.

      For the three  months  ended  March 31,  1997 and  March 31,  1996  system
operating expenses  consisting of subscriber costs,  technician costs and system
maintenance costs were $7,798,866, or 46.8% of revenue, and $6,565,733, or 45.4%
of revenue,  respectively. The increase in these expenses are a result of a 2.9%
increase in programming  fees charged to the Partnership  offset  partially by a
reduction in costs due to a decrease in the number of subscribers.


                                       10
<PAGE>


      Selling,  general and administrative expenses, which includes office rents
and  maintenance,   marketing  costs  and  corporate  expenses,  increased  from
$1,572,354 to $1,670,698 for the three months ended March 31, 1996 and March 31,
1997,  respectively.  For the three month period ended March 31, these  expenses
decreased  as a percentage  of revenue from 10.9% in 1996 to 10.0% in 1997.  The
Partnership  was  able to  decrease  marketing  expenses  by  sharing  costs  of
promotions with  programmers.  General and  administrative  costs decreased as a
percentage  of revenue  due to the  Partnership's  ability  to serve  additional
subscribers within its existing corporate structure.

      For the three months ended March 31, 1997 and March 31, 1996, depreciation
and amortization expense was $6,006,967,  or 36.0% of revenues,  and $4,311,423,
or  29.8%  of  revenues,   respectively.   The  increase  in  depreciation   and
amortization  expense is  attributable  to the  increase  in fixed  assets  from
internal purchases and acquisitions.

      For the three  months  ended March 31, 1997 and March 31,  1996,  interest
expense was $5,076,262 and  $4,853,293,  respectively.  The increase of $222,969
was a result of  additional  borrowings  and an  increase  in the  lending  rate
charged by Fleet National Bank on the  Partnership's  Revolving Credit Facility.
Other income  decreased  from $46,015 for the three months ended March 31, 1996,
to $6,078 for the three months ended March 31, 1997, respectively, a decrease of
$39,937.

      The Partnership as an entity pays no income taxes, although it is required
to file federal and state income tax returns for  informational  purposes  only.
All  income or loss  "flows  through"  to the  partners  of the  Partnership  as
specified in the Partnership's limited partnership agreement.

      LIQUIDITY AND CAPITAL RESOURCES:

      As of March 31, 1997,  the  Partnership  had  $3,504,518  in cash and cash
equivalents.  As of such  date,  total  current  liabilities  (other  than notes
payable)  exceeded cash and cash  equivalents by  $22,827,181.  The  Partnership
expects to fund this deficiency through its operating cash flows.

      Due  to  the  results  of  operations  discussed  above,  the  Partnership
generated   operating  cash  flows,   defined  as  earnings   before   interest,
depreciation  and  amortization  expense,  of $6,452,425,  or 38.7% of operating
revenues and  $5,731,933,  or 39.6% of  operating  revenues for the three months
ended March 31, 1997 and 1996, respectively.



                                       11
<PAGE>

      On April  1,  1996,  the  Partnership  acquired  certain  assets  from the
Cablevision of Texas Systems for a total purchase  price of $10.16  million.  In
April  1996,  the  Partnership  also  completed  the  acquisitions  of the Hurst
Systems,  the High Plains Systems and the Midcontinent  Systems for an aggregate
purchase price of approximately $2.75 million.

      The Partnership had aggregate indebtedness of approximately $170.2 million
as of March 31, 1997,  representing $120 million of 12.375% Senior  Subordinated
Notes due in 2005 (the  "Notes") and $50.2  million of bank debt.  The bank debt
includes a  Revolving  Credit  Facility  under  which the  Partnership  may make
revolving  borrowings of up to $68.0 million until December 31, 1997, subject to
compliance with certain conditions,  including certain financial  covenants.  On
December 31, 1997,  outstanding  balances of the Revolving  Credit Facility will
convert to a term loan  amortizing  quarterly until a final maturity on December
31, 2002. The Revolving  Credit  Facility  requires the  Partnership to maintain
compliance  with certain  financial  ratios and other  covenants.  The financial
covenants in the Revolving Credit Facility may limit the  Partnership's  ability
to borrow under the Revolving Credit Facility. The Partnership presently intends
to utilize the Revolving Credit Facility to fund capital expenditures, repay the
term loan and  acquire  additional  cable  systems.  As of March 31,  1997,  the
Partnership has borrowings under the Revolving Credit Facility of $50.3 million,
which include  borrowings  used to fund the  acquisitions  of the Cablevision of
Texas, Hurst, High Plains, Midcontinent Systems and CS Cable Systems.

        As of March 31, 1997, the  Partnership had $144.2 million in systems and
equipment  consisting  of $134.3  million of cable  television  systems and $9.9
million of  vehicles,  equipment,  buildings  and office  equipment,  all net of
accumulated depreciation. The Partnership had capital expenditures (exclusive of
system  acquisitions) of $4.4 million for the three months ended March 31, 1997.
For the  three  months  ended  March  31,  1996,  the  Partnership  had  capital
expenditures  (exclusive of system acquisitions) of $2.8 million.  These capital
expenditures were financed mainly through the Revolving Credit Facility and cash
flows from operations.  During the first three months of 1997, the Partnership's
capital  expenditures  were  primarily  used to  purchase  vehicles  and related
equipment,  add channels,  expand and interconnect  administrative  offices, and
eliminate headends by interconnecting adjacent systems with fiber-optic cable.



                                       12
<PAGE>

      The  Partnership's  cash  flows  have  been  sufficient  to meet  its debt
service,  working  capital  and  capital  expenditure  requirements,   with  the
exception of the above  acquisitions  of cable  systems,  which have been funded
principally through the proceeds of the Notes and borrowings under the Revolving
Credit  Facility.  The  Partnership  expects  that it  will be able to meet  its
short-and long-term  requirements for debt service,  working capital and capital
expenditures and to fund future cable system acquisitions  through its operating
cash flows and borrowings under the Revolving Credit Facility, and its access to
additional capital in the public and private debt markets.

      Safe Harbor Under The Private Securities Litigation Reform Act Of 1995

      The statements  contained in the Form 10-Q relating to Galaxy's  operating
results, and plans and objectives of management for future operations, including
plans or  objectives  relating to Galaxy's  products  and  services,  constitute
forward  looking  statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995.  Actual results of Galaxy may differ  materially
from those in the forward looking  statements and may be affected by a number of
factors  including the receipt of  regulatory  approvals,  the success  Galaxy's
implementation of digital technology,  subscriber equipment availability,  tower
space  availability,  and the absence of interference,  as well as other factors
contained herein and in Galaxy's securities filings.

      Galaxy's future revenues and profitability are difficult to predict due to
a variety of risks and  uncertainties,  including  (i) business  conditions  and
growth in Galaxy's existing  markets,  (ii) the successful launch of systems and
technologies in new and existing markets,  (iii) Galaxy's existing  indebtedness
and the need for additional  financing to fund subscriber  growth and system and
technological   development,   (iv)   government   regulation,   including   FCC
regulations,  (v) Galaxy's  dependence on channel  leases,  (vi) the  successful
integration  of future  acquisitions  and (vii)  numerous  competitive  factors,
including alternative methods of distributing and receiving video transmissions.

      Galaxy  expects to continue its  subscriber  growth and launch  additional
systems. Moderate increases in revenues and subscribers are anticipated in 1997;
however,  the rate of increase  cannot be estimated with precision or certainty.
Galaxy believes that general and  administrative  expenses and  depreciation and
amortization expense will continue to increase to support overall growth.

      Because of the foregoing uncertainties affecting Galaxy's future operating
results, past performance should not be considered to be a reliable indicator of
future performance, and investors should not use historical results or trends as
determinative   of  Galaxy's   future   performance.   In   addition,   Galaxy's
participation in a developing  industry  employing  rapidly changing  technology
will result in significant volatility in the market value of the Notes.

                                       13
<PAGE>

      In addition to the matters noted above,  certain other  statements made in
this Form 10-Q are forward  looking.  Such statements are based on an assessment
of a variety of factors,  contingencies  and  uncertainties  deemed  relevant by
management,  including technological changes,  competitive products and services
and management  issues. As a result, the actual results realized by Galaxy could
differ materially from the statements made herein. Readers of this Form 10-Q are
cautioned not to place undue reliance on the forward looking  statements made in
this Form 10-Q or in Galaxy's other securities filings.

                                       14
<PAGE>


PART II.  OTHER INFORMATION

Items 1 through 5.

None.

Item 6.  Exhibits and Reports on Form 8-K

(a)    Exhibits.  The following exhibits are included or incorporated by
   reference below.

      10.  Amendment #1 party to the Amended and Restated Loan Agreement

      27.  Financial Data Schedule

(b)   Reports of Form 8-K. No reports on Form 8-K were filed  during the quarter
      ended March 31, 1997.


                                       15
<PAGE>

SIGNATURES

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



                                      GALAXY TELECOM, L.P.
                                BY:   Galaxy Telecom, Inc.
                                      as General Partner




Date: May 13, 1997                      \s\ J. Keith Davidson
                                     ------------------------
                                BY:   J. Keith Davidson
                                      Vice President-Finance
                                      (Principal Financial Officer)



                                       16
<PAGE>

                                EXHIBIT INDEX

  Exhibit Number                        Description
  --------------                        -----------

      10                     Amendment #1 to the Amended and
                             Restated Loan Agreement

      27                     Financial Data Schedule