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 June 30, 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. AND SUBSIDIARY
                                FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 1997

                                  INDEX
                                                            PAGE
PART I.    Financial Information

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

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations........10

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

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

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




                                        2
<PAGE>


                   GALAXY TELECOM, L.P. AND SUDSIDIARY
                       CONSOLIDATED BALANCE SHEETS

                                              June 30,  December 31,
  ASSETS                                         1997       1996
                                              ---------  --------
                                             (Unaudited)

Cash and cash equivalents                    $  4,109,290   $  2,338,345
Subscriber receivables, net of allowance
 for doubtful accounts of $281,570 and
 $411,950, respectively                         5,451,424      5,998,127
Systems and equipment, net                    141,114,351    144,822,616
Intangible assets, net                         60,031,647     62,330,152
Prepaids and other                              2,059,809      2,008,768
                                             ------------   ------------

   Total assets                              $212,766,521   $217,498,008
                                             ============   ============


     LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses        $ 14,795,473   $ 17,738,261
Subscriber deposits and deferred revenue        4,853,074      4,763,327
Long-term debt and other obligations          177,346,310    169,737,608
                                              -----------    -----------

   Total liabilities                          196,994,857    192,239,196
                                             ------------   ------------


Partners' Capital:
   General partners                             8,770,664     18,257,812
   Limited partners                             7,001,000      7,001,000
                                             ------------   ------------

   Total partners' capital                     15,771,664     25,258,812
                                             ------------   ------------

   Total liabilities and partners' capital   $212,766,521   $217,498,008
                                             ============   ============




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

                                       3
<PAGE>

<TABLE>
<CAPTION>

                                         For the three months ended         For the six months ended
                                                   June 30                          June 30
                                           ---------------------                ----------------
                                             1997            1996              1997           1996
                                         ------------    ------------    ------------    ------------
                                         (Unaudited)     (Unaudited)      (Unaudited)     (Unaudited)
<S>                                      <C>              <C>            <C>             <C>

Revenues                                 $ 17,304,835    $ 15,544,923    $ 33,970,673    $ 30,020,321
                                         ------------    ------------    ------------    ------------

Operating expenses:
   Systems operations                       7,551,823       6,820,244      15,350,656      13,385,977
   Selling, general and administrative      2,120,022       1,791,827       3,790,720       3,364,181
   Management fee to affiliate                778,838         699,466       1,528,798       1,350,859
   Depreciation and amortization            6,268,358       5,473,247      12,275,325
                                         ------------    ------------    ------------    ------------

Total operating expenses                   16,719,041      14,784,784      32,945,499      27,885,687
                                         ------------    ------------    ------------    ------------

Operating income                              585,794         760,139       1,025,174       2,134,634

Interest expense                           (5,273,521)     (4,756,653)    (10,349,783)     (9,609,946)
Other income (expense)                       (168,617)        (12,969)       (162,539)         33,046
                                         ------------    ------------    ------------    ------------
   Net loss                              $ (4,856,344)   $ (4,009,483)   $ (9,487,148)   $ (7,442,266)
                                         ============    ============    ============    ============


<FN>

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

</FN>
</TABLE>
                                       4
<PAGE>


                   GALAXY TELECOM, L.P. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL


<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
 (unaudited)                (9,487,148)           --             --             --             --             --       (9,487,148)
                           ------------    ------------   ------------   ------------   ------------   ------------   ------------

Balance at June 30, 1997
  (unaudited)             $  8,770,664    $      1,000   $    416,000   $  6,384,000   $    200,000   $  7,001,000   $ 15,771,664
                           ============    ============   ============   ============   ============   ============   ============

<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 six months ended
                                                        ------------------------
                                                     June 30, 1997     June 30, 1996
                                                    ---------------   --------------
                                                        (Unaudited)     (Unaudited)
<S>                                                     <C>             <C> 

Cash flows from operating activities:

Net loss                                               $ (9,487,148)   $ (7,442,266)
Adjustments to reconcile net loss to net cash
provided by operating activities:

  Depreciation expense                                   10,222,693       8,540,638
  Amortization expense                                    2,052,632       1,244,032
  Amortization included in interest expense                 467,386         706,497
  Financeable interest                                         --           269,018
  Provision for doubtful accounts receivable                965,921         531,835
  Loss on sale of assets                                    139,043          26,492

Changes in assets and liabilities:
  Subscriber receivables                                   (419,218)     (3,505,047)
  Prepaids and other                                        (51,041)        (61,738)
    Accounts payable and accrued expenses                (2,942,788)      4,680,841
  Subscriber deposits and deferred revenue                   89,747       2,748,490

    Net cash provided by operating activities             1,037,227       7,738,792
                                                       ------------    ------------

Cash flows from investing activities:
Acquisition of cable systems-net of trades                     --       (12,887,775)
Capital expenditures                                     (6,988,691)     (9,324,892)
Proceeds from sale of assets                                394,693          56,974
Other intangible assets                                    (235,746)       (166,003)
                                                       ------------    ------------

    Net cash used in investing activities                (6,829,744)    (22,322,906)

Cash flows from financing activities:

Borrowings-Revolving Credit Facility                      7,921,413      13,760,000
Payments-Revolving Credit Facility                         (300,000)           --
Payments on other debt                                      (42,711)        (90,619)
Payments of debt issue costs                                (15,240)       (855,527)
                                                       ------------    ------------

    Net cash provided by financing activities             7,563,462      13,669,381

Net increase (decrease) in cash and cash equivalents      1,770,945        (914,733)
                                                       ------------    ------------

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

Cash and cash equivalents, end of period               $  4,109,290    $  2,516,102
                                                       ============    ============
<FN>

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

                                       6
<PAGE>


GALAXY TELECOM, L.P. AND SUBSIDIARY
-----------------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
UNAUDITED
---------


1.    STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION

      The  accompanying  unaudited  interim  financial  statements  and  related
disclosures  are  prepared in  accordance  with  generally  accepted  accounting
principles applicable to interim financial information and with the instructions
to 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 June 30,  1997,  and for the three  months and six
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 June 30, 1997.

      The following  notes,  insofar as they are  applicable to the three months
and six months  ended  June 30,  1997 and June 30,  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.   RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130,  "Reporting  Comprehensive  Income,"  which  establishes  standards for
reporting and display of  comprehensive  income and its components in a full set
of general-purpose  financial  statements.  SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997. 

     Also in June  1997,  the FASB  issued  SFAS  No.  131,  "Disclosures  about
Segments of an Enterprise and Related  Information," which establishes standards
for the way that public business  enterprises report information about operating
segments  in annual  financial  statements  and  requires  that  those  business
enterprises  report  information  about operating  segments in interim financial
statements  issued to shareholders.  It also  establishes  standards for related
disclosures  about products and services,  geographic areas and major customers.
SFAS No. 131 is effective for financial  statements  for years  beginning  after
December 15, 1997. 

     Management does not believe the  implementation of SFAS No. 130 and No. 131
will have a material effect on its financial statements.

3.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      Interest paid during the six months ended June 30, 1997 was  approximately
$8.7  million.  Interest  paid  during  the six months  ended June 30,  1996 was
approximately $8.9 million.

      During the first six months of 1996,  the  Partnership  traded the Shawnee
County Systems  located in Shawnee and Jefferson  counties in Kansas for the TCI
Systems located in various counties in northern Mississippi.  There have been no
non-cash transactions in 1997.



                                       7
<PAGE>

4.  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 $699,466 for the three months ended June 30,
1996 and $778,838 for the three  months  ended June 30,  1997.  Management  fees
totaled $1,350,859 for the six months ended June 30, 1996 and $1,528,798 for the
six months ended June 30, 1997.

5.    LONG-TERM DEBT

      Long-term debt consists of the following:

                                      June 30,      December 31,
                                        1997             1996
                                   (Unaudited)

     Revolving Credit Facility      $57,497,790     $49,876,377
     Senior Subordinated Notes      120,000,000     120,000,000
        Unamortized discount           (495,000)       (525,000)
     Other                              343,520         386,231
                                   ------------    ------------
        Total                      $177,346,310    $169,737,608
                                   ============    ============


Under  the  Revolving  Credit  Facility,  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.

6.    SALE OF CABLE TELEVISION SYSTEMS

      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  used most of the proceeds from the Five Points Sale to pay down the
principal of the Revolving Note.

                                       8
<PAGE>

7.    PENDING SALES AND ACQUISITIONS

      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%.

      On August 1,  1997,  the  Partnership  sold its  cable  television  system
located in Lake Murray,  South Carolina (the "Lake Murray  Sale"),  representing
587  subscribers  for  approximately  $587,000  or $1,000  per  subscriber.  The
Partnership  used  the  proceeds  from  the  Lake  Murray  Sale to pay  down the
principal of the Revolving Note.


                                       9
<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 $13.4 million.

      On June 14, 1996, the Partnership  traded certain of its assets located in
Shawnee  County and  Jefferson  County,  Kansas for  certain  assets  comprising
approximately   six  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  and six  months  ended June 30,  1997 and June 30,  1996.  Amounts
shown are in thousands.
<TABLE>
<CAPTION>

                                        For the three months ended June 30,               For the six months ended June 30,
                                                 1997                1996                     1997                 1996
                                           --------------     -----------------      ------------------    -----------------
                                           Amount    %age        Amount     %age       Amount     %age      Amount      %age
                                         --------    -----     --------    -----     --------    -----     --------    -----
<S>                                      <C>         <C>       <C>         <C>       <C>         <C>       <C>         <C>


Revenues                                 $ 17,305    100.0%    $ 15,545    100.0%    $ 33,971    100.0%    $ 30,020    100.0%
                                         --------    -----     --------    -----     --------    -----     --------    -----
Operating expenses:
   System operations                        7,552     43.6%       6,820     43.9%      15,351     45.2%      13,386     44.6%
   Selling, general and administrative      2,120     12.3%       1,792     11.5%       3,791     11.2%       3,364     11.2%
   Management fees                            779      4.5%         700      4.5%       1,529      4.5%       1,351      4.5%
   Depreciation and amortization            6,268     36.2%       5,473     35.2%      12,275     36.1%       9,784     32.6%
                                         --------    -----     --------    -----     --------    -----     --------    -----

   Total operating expenses                16,719     96.6%      14,785     95.1%      32,946     97.0%      27,885     92.9%
                                         --------    -----     --------    -----     --------    -----     --------    -----
Operating income                              586      3.4%         760      4.9%       1,025      3.0%       2,135      7.1%

    Interest expense                       (5,273)   (30.5%)     (4,756)   (30.6%)    (10,350)   (30.5%)     (9,610)   (32.0%)
    Other income (expense)                   (169)    (1.0%)        (13)    (0.1%)       (162)    (0.4%)         33      0.1%
                                         --------    -----     --------    -----     --------    -----     --------    -----
Net loss                                 $ (4,856)   (28.1%)   $ (4,009)   (25.8%)   $ (9,487)   (27.9%)   $ (7,442)   (24.8%)
                                         ========    =====     ========    =====     ========    =====     ========    =====
</TABLE>


                                       10
<PAGE>

      The following table sets forth demographic information as of June 30, 1997
as compared to June 30, 1996, December 31, 1996 and March 31, 1997.  Information
prior to these dates are not comparable.

                            June 30,  December 31,      March 31,    June 30,
                              1996       1996              1997        1997
                            --------     --------       --------     --------
Homes Passed                 292,145      292,768        283,948      283,948
Basic Subscribers            175,176      182,552        178,819      177,708
Basic Penetration             59.96%       62.35%         62.97%       62.58%
Revenue per Subscriber      $  29.58     $  28.45       $  32.06     $  32.82

Premium Subscribers           89,993       92,700         99,930      101,436
Premium Penetration           51.37%       50.78%         55.88%       57.08%


      The  Partnership  generated  revenues  in the  amount of  $15,544,923  and
$30,020,321  for the three  month and six month  periods  ended  June 30,  1996,
respectively.  For the three month and six month periods ended June 30, 1997 the
Partnership  generated  revenues in the amount of $17,304,835  and  $33,970,673,
respectively.  The  Partnership  was  able  to  realize  additional  revenue  by
increasing  basic  rates  in  certain  systems  and by  increasing  the  premium
penetration  percentage from 51.37% of basic  subscribers as of June 30, 1996 to
57.08% of basic  subscribers as of June 30, 1997. As a result,  average  revenue
per subscriber increased from $29.58 for the three months ended June 30, 1996 to
$32.82 for the three months ended June 30, 1997.

      For the  three  months  ended  June 30,  1996 and  June  30,  1997  system
operating expenses,  consisting of subscriber costs, technician costs and system
maintenance costs were $6,820,244 and $7,551,823,  respectively. As a percentage
of revenues,  these expenses  decreased  slightly from 43.9% in 1996 to 43.6% in
1997. For the six months ended June 30, 1996 and June 30, 1997 system  operating
expenses were $13,385,977 and $15,350,656, respectively, and, as a percentage of
revenues,  increased  slightly from 44.6% in 1996 to 45.2% in 1997. The increase
in these expenses are a result of an increase in programming fees charged to the
Partnership  offset  partially  by a reduction in costs due to a decrease in the
number of subscribers.



                                       11
<PAGE>



    Selling, general and administrative expenses, which include office rents and
maintenance,  marketing costs and corporate expenses,  increased from $1,791,827
to  $2,120,022  for the three  months  ended  June 30,  1996 and June 30,  1997,
respectively,  and from  $3,364,181 to $3,790,720  for the six months ended June
30, 1996 and June 30, 1997, respectively.  For the three month period ended June
30, these  expenses  increased as a percentage  of revenue from 11.5% in 1996 to
12.3%  in 1997.  This  increase  is  attributable  to an  increase  in  contract
marketing expense in an effort to attract and maintain basic subscribers  within
existing systems.  For the six month periods ended June 30, 1996 and 1997, these
expenses remained at 11.2%.


      For the three  months  ended June 30, 1996 and June 30, 1997  depreciation
and amortization expense was $5,473,247,  or 35.2% of revenues,  and $6,268,358,
or 36.2% of revenues,  respectively.  For the six months ended June 30, 1996 and
June 30, 1997 depreciation and amortization expense was $9,784,670,  or 32.6% of
revenues, and $12,275,325, or 36.1% of revenues,  respectively.  The increase in
depreciation and  amortization  expense is attributable to the increase in fixed
assets from purchases and acquisitions.

      For the three  months  ended  June 30,  1996 and June 30,  1997,  interest
expense was $4,756,653 and  $5,273,521,  respectively.  For the six months ended
June  30,  1996  and  June  30,  1997,   interest  expense  was  $9,609,946  and
$10,349,783,  respectively.  This increase was a result of additional borrowings
under the  Partnership's  Revolving Credit Facility.  For the three months ended
June 30, 1996 and 1997, other income (expense),  which includes interest income,
loss on extraordinary items and other expenses, was a net expense of $12,969 and
$168,617,  respectively.  For the six  months  ended  June 30,  1996  and  1997,
interest  income and other was a net  income of  $33,046,  and a net  expense of
$162,539, respectively.

      The  Partnership  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 June 30, 1997, the  Partnership  had  $11,620,523 in current assets,
including  $4,109,290  in cash and cash  equivalents,  $5,451,424  in subscriber
receivables and $2,059,809 in prepaids and other. As of such date, total current
liabilities  (other than notes payable)  exceeded  current assets by $8,028,024.
The Partnership expects to fund this deficiency through its operating cash flows
and available funds under the Revolving Credit Facility.

      Due  to  the  results  of  operations  discussed  above,  the  Partnership
generated   operating  cash  flows,   defined  as  earnings   before   interest,
depreciation  and  amortization  expense,  of $6,220,417,  or 38.6% of operating
revenues,  and $6,685,535,  or 40.0% of operating revenues, for the three months
ended  June 30,  1996  and  1997,  respectively,  and  $11,952,350,  or 39.8% of
operating revenues, and $13,139,960, or 38.7% of operating revenues, for the six
months ended June 30, 1997 and 1996, respectively.

      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.

                                       12
<PAGE>

      The Partnership had aggregate indebtedness of approximately $177.3 million
as of June 30, 1997,  representing  $120 million of 12.375% Senior  Subordinated
Notes due in 2005 (the  "Notes") and $57.5  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 June 30,  1997,  the
Partnership had borrowings under the Revolving Credit Facility of $57.5 million,
which included  borrowings  used to fund the  acquisitions of the Cablevision of
Texas, Hurst, High Plains, Midcontinent and CS Cable Systems.

      As of June 30, 1997,  the  Partnership  had $141.1  million in systems and
equipment  consisting  of $132.3  million of cable  television  systems and $8.8
million of  vehicles,  equipment,  buildings  and office  equipment,  all net of
accumulated depreciation. The Partnership had capital expenditures (exclusive of
system acquisitions) of $7.0 million for the six months ended June 30, 1997. For
the six months ended June 30, 1996,  the  Partnership  had capital  expenditures
(exclusive of system  acquisitions) of $9.3 million.  These capital expenditures
were financed  mainly through the Revolving  Credit Facility and cash flows from
operations.  During  the first six  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.

      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-term  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.

                                       13
<PAGE>


      SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
      1995

      The  statements  contained in the Form 10-Q relating to the  Partnership's
operating results, and plans and objectives of management for future operations,
including  plans  or  objectives  relating  to the  Partnership's  products  and
services,  constitute  forward  looking  statements  within  the  meaning of the
Private  Securities  Litigation  Reform  Act  of  1995.  Actual  results  of the
Partnership 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  of  the   Partnership'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 The
Partnership's securities filings.

      The  Partnership's  future  revenues and  profitability  are  difficult to
predict  due to a variety of risks and  uncertainties,  including  (i)  business
conditions and growth in the Partnership's existing markets, (ii) the successful
launch of  systems  and  technologies  in new and  existing  markets,  (iii) the
Partnership'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) the  Partnership'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.

      Because of the foregoing  uncertainties affecting the Partnership'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 the Partnership's future performance. In addition,
the  Partnership's  participation  in a developing  industry  employing  rapidly
changing technology may result in significant  volatility in the market value of
the Notes.

      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  the
Partnership 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 the  Partnership's  other  securities
filings.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130,  "Reporting  Comprehensive  Income,"  which  establishes  standards for
reporting and display of  comprehensive  income and its components in a full set
of general-purpose  financial  statements.  SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997. 

     Also in June  1997,  the FASB  issued  SFAS  No.  131,  "Disclosures  about
Segments of an Enterprise and Related  Information," which establishes standards
for the way that public business  enterprises report information about operating
segments  in annual  financial  statements  and  requires  that  those  business
enterprises  report  information  about operating  segments in interim financial
statements  issued to shareholders.  It also  establishes  standards for related
disclosures  about products and services,  geographic areas and major customers.
SFAS No. 131 is effective for financial  statements  for years  beginning  after
December 15, 1997. 

     Management does not believe the  implementation of SFAS No. 130 and No. 131
will have a material effect on its financial statements.
                                       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.
      27.  Financial Data Schedule

(b)   Reports of Form 8-K. No reports on Form 8-K were filed  during the quarter
      ---------------------
      ended June 30, 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: August 13, 1997            _\s\_ J. Keith Davidson______
                           BY:   J. Keith Davidson
                                 Vice President-Finance
                                 (Principal Financial Officer)


                                       16
<PAGE>


                             EXHIBIT INDEX

  Exhibit Number                   Description

      27                       Financial Data Schedule