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, 2000

                                       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 Identification Number)
incorporation or organization)


 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, 2000

                                      INDEX

                                                                     PAGE

                                                                  -----------

PART I.  Financial Information

Item 1.  Consolidated Financial Statements

            Galaxy Telecom, L.P.  ........................................3
            Notes to Consolidated Financial Statements....................6

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

Item 3.  Quantitative and Qualitative Disclosures
           about Market Risk.............................................15

PART II. Other Information...............................................16

Signatures  .............................................................17

Exhibit Index............................................................18




                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1. - FINANCIAL STATEMENTS

                     GALAXY TELECOM, L.P. AND SUDSIDIARY
                        CONSOLIDATED BALANCE SHEETS...
                                   (Unaudited)

                                                     March 31,      December 31,
                                                     2000              1999
                                                 -------------     -------------

ASSETS

Cash in banks                                   $   5,886,403     $     386,485
Subscriber receivables, net of allowance
  for doubtful accounts of $94,715 and
  $86,536, respectively                             3,760,763         4,431,946
Systems and equipment, net                         92,317,960        94,568,015
Intangible assets, net                             32,348,632        34,266,208
Prepaids and other                                  3,299,373         3,877,975
                                                -------------     -------------
Total assets                                    $ 137,613,131     $ 137,530,629
                                                =============     =============


LIABILITIES AND PARTNERS' DEFICIT

Accounts payable and accrued expenses           $  20,447,653     $  17,198,650
Subscriber deposits and deferred revenue            4,029,760         4,026,920
Long-term debt and other obligations              147,930,896       148,176,701
                                                -------------     -------------
   Total current liabilities                      172,408,309       169,402,271


Partners' deficit:
  General partners                                (34,795,178)      (31,871,642)
  Limited partners                                       --                --
                                                -------------     -------------
    Total partners' deficit                       (34,795,178)      (31,871,642)
                                                -------------     -------------
Total liabilities and partners' deficit         $ 137,613,131     $ 137,530,629
                                                =============     =============




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



                                       3
<PAGE>

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

                                   (Unaudited)

                                            For the three months ended March 31,
                                            -----------------------------------
                                                     2000              1999
                                                 -------------     -------------

Revenues                                         $ 13,990,403      $ 14,569,553
                                                 ------------      ------------
Operating expenses:
    Systems operations                              6,822,217         6,673,766
    Selling, general and administrative             1,552,818         1,500,582
    Management fee to affiliate                       419,663           654,677
    Depreciation and amortization                   4,772,917         5,224,276
                                                 ------------      ------------
      Total operating expenses                     13,567,615        14,053,301
                                                 ------------      ------------
        Operating income                              422,788           516,252

Interest expense                                   (5,422,503)       (4,767,322)
Gain on sale of assets                              2,063,407           909,179
Interest income and other, net                         12,772            18,992
                                                 ------------      ------------
    Net loss                                     $ (2,923,536)     $ (3,322,899)
                                                 ============      ============








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



                                       4
<PAGE>

                     GALAXY TELECOM, L.P. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              For the three months ended March 31,
                                                              -----------------------------------
                                                                       2000          1999
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Cash flows from operating activities:
    Net loss                                                       $(2,923,536)   $(3,322,899)
    Adjustments to reconcile net loss to net cash
       provided by operating activities:
       Depreciation expense                                          4,169,010      4,539,932
       Amortization expense                                            603,907        684,344
       Amortization included in interest expense                     1,008,208        329,999
       Provision for doubtful accounts receivable                      343,950        106,636
       Gain on sale of assets                                       (2,063,407)      (909,179)
       Changes in assets and liabilities:
          Subscriber receivables                                       327,233       (140,334)
          Prepaids and other                                           578,602        612,288
          Accounts payable and accrued expenses                      3,249,003      3,197,717
          Subscriber deposits and deferred revenue                       2,840         99,787
                                                                   -----------    -----------
             Net cash provided by operating activities               5,295,810      5,198,291
                                                                   -----------    -----------
Cash flows from investing activities:

    Acquisition of cable systems - net of trades                          --             --
    Proceeds from sales of cable systems                             3,493,429      1,102,446
    Purchase of capital assets                                      (2,981,193)    (3,032,291)
    Other intangible assets                                            (19,647)      (115,376)
                                                                   -----------    -----------

             Net cash provided by (used in) investing activities       492,589     (2,045,221)
                                                                   -----------    -----------
Cash flows from financing activities:

    Payments under term debt and revolver                                 --             --
    Payments under other debt                                         (260,805)      (153,890)
    Payment of debt issue costs                                        (27,676)      (104,969)
                                                                   -----------    -----------

             Net cash used in financing activities                    (288,481)      (258,859)
                                                                   -----------    -----------

Net increase in cash and cash equivalents                            5,499,918      2,894,211

Cash and cash equivalents, beginning of period                         386,485      2,213,777
                                                                   -----------    -----------
Cash and cash equivalents, end of period                           $ 5,886,403    $ 5,107,988
                                                                   ===========    ===========
</TABLE>

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




                                       5
<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  consolidated  financial statements of
Galaxy  Telecom,  L.P. and its subsidiary  ("Galaxy" or the  "Partnership")  are
presented in accordance  with the  requirements  of Article 10 of Regulation S-X
and  consequently  do not include all of the footnote  disclosures  required for
audited financial  statements by generally accepted accounting  principles.  The
results for the three months ended March 31, 2000 are not necessarily indicative
of the results to be expected for the entire 2000 fiscal  year.  It is suggested
that the accompanying  consolidated  financial statements be read in conjunction
with Galaxy's Annual Report on Form 10-K for the year ended December 31, 1999.

      The following  notes,  insofar as they are  applicable to the three months
ended  March 31,  2000 and March 31,  1999,  are not  audited.  In  management's
opinion,   all  adjustments,   consisting  of  only  normal  recurring  accruals
considered  necessary for a fair  presentation  of such  consolidated  financial
statements, are included.

2.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      Interest  paid during the three  months  ended March 31, 2000 and 1999 was
approximately $709,000 and $395,000, respectively.

3.    RELATED PARTY TRANSACTIONS

      Galaxy  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  Galaxy's  business.  Management  fees
totaled  $419,663 for the three months ended March 31, 2000 and $654,677 for the
three months ended March 31, 1999.




                                       6
<PAGE>

4.    LONG-TERM DEBT

      Long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                              March 31,     December 31,
                                                                2000           1999
                                                            ------------   ------------
<S>                                                         <C>            <C>

Term loan with interest payable monthly, at an
  adjusted LIBOR rate of LIBOR plus 3.25% (9.72125% at
  December 31, 1999)                                                       $ 25,325,000

Amended term loan with interest payable quarterly, at an
  ABR rate of PRIME plus 2% (10.75% at March 31, 2000)      $ 25,325,000

12.375% senior subordinated  notes, net of unamortized
  discount of $330,000 and $345,000 at March 31, 2000 and
  December 31, 1999, respectively,  with interest payable

  semiannually  on April 1 and October 1                     119,670,000    119,655,000

Other, including capital leases                                2,935,896      3,196,701
                                                            ------------   ------------
                                                            $147,930,896   $148,176,701
                                                            ============   ============
</TABLE>

      Galaxy's  September  1995 Amended and  Restated  Loan  Agreement  has been
periodically amended and subsequently  converted to a Term Loam, with the latest
amendment  occurring  on March 31, 2000 ("Term  Loan").  Net  proceeds  from any
system sale must be used to reduce the outstanding  balance under the Term Loan.
The Term Loan also requires Galaxy to maintain compliance with certain financial
ratios and other  covenants,  such as annualized cash flow to interest  expense,
capital expense limits and basic  subscribers to total long term debt. Galaxy is
not permitted to borrow  additional  funds under the Term Loan without the prior
written consent of the lenders. The Term Loan is due the earlier of December 31,
2000 or upon the occurrence of certain events set forth in the Loan Agreement.

      On March  31,  2000,  Galaxy  entered  into a new $5.0  million  Term Loan
Agreement  from three of the four lenders under the Term Loan ("New Loan").  The
funds  available  under this New Loan were not advanced to Galaxy until April 1,
2000.  The New Loan also  requires  Galaxy to maintain  compliance  with certain
financial ratios and other  covenants,  such as annualized cash flow to interest
expense,  capital expense limits and basic  subscribers to total long term debt.
The New Loan bears  interest at the same rate as the amended term loan agreement
and is due on December  31, 2000 or upon the  occurrence  of certain  events set
forth in the  agreement.  The New Loan  restricts  Galaxy's  ability  to  borrow
without the consent of the lenders. The Term Loan is due the earlier of December
31,  2000 or upon  the  occurrence  of  certain  events  set  forth  in the Loan
Agreement.

      As a condition  to the New Loan,  Galaxy  will owe an $800,000  fee to the
lenders  that  will be due and  payable  upon  repayment  of the New  Loan.  The
$800,000 fee shall be reduced by 50% to $400,000 if the New Loan is paid in full
by June 30, 2000. If the New Loan is not paid in full by June 30, 2000, but paid
in full by September 15, 2000 such fee shall be reduced by 25% to $600,000.



                                       7
<PAGE>

      Under the March 31, 2000 Term Loan and under the New Loan, it is an "Event
of  Default"  with  respect to each if a  definitive  agreement  for the sale of
Galaxy  and  an  entity   affiliated  with  Galaxy  or  system  asset  sales  of
substantially  all the systems  owned by Galaxy and the  affiliate  has not been
executed and delivered by May 31, 2000 with an unaffiliated third party buyer in
a  form  reasonably  satisfactory  to  the  majority  lenders.  There  can be no
assurances that a definitive  purchase  agreement will be delivered by this date
or, in the event of Galaxy and its  affiliate's  failure or inability to comply,
that such provisions will be waved by the majority lenders.

      Galaxy  has  entered  into a letter of intent  with  Mallard  Cablevision,
L.L.C.  ("Mallard") to sell its interest  related to  approximately  all 123,000
subscribers owned by Galaxy. However, there can be no assurances that Galaxy can
enter  into a  definitive  agreement  by May 31,  2000.  Therefore,  Galaxy  has
explored and is discussing other alternatives. These include: 1) an amendment of
the Term Loan and New Loan to extend the May 31st deadline,  2) sales of certain
subscribers  and assets in  Galaxy's  non-core  areas to other  cable  companies
contiguous to such properties,  3) sale of a portion of Galaxy's smaller systems
to certain DBS providers  (such sales could eliminate or greatly reduce Galaxy's
bank debt) or 4)  refinance  the Term Loans and New Loan with a bridge  facility
that would  allow  Galaxy  additional  time to  recapitalize  or  liquidate  its
interests.  There can be no  assurances  that any of these  alternatives  can be
implemented by May 31, 2000.

5.    DISPOSITION OF CABLE SYSTEMS

      On March 31, 2000,  Galaxy sold one cable  television  system,  located in
Kansas,  representing  approximately  1,424 subscribers for  approximately  $3.5
million,  or approximately  $2,492 per subscriber.  Galaxy will use the proceeds
from this sale to pay the principle on the Term Loan.

6.    COMMITMENTS AND CONTINGENCIES

      LITIGATION

      Certain  customers  in  Mississippi  have filed a class action in the U.S.
District  Court for the Northern  District of  Mississippi  alleging that Galaxy
illegally  charged a late fee on monthly cable bills. The Partnership has denied
any liability with respect to this claim and is defending  this action.  Similar
class actions  against other cable  companies have been filed in several states,
some of which  have been  successful.  At this  point,  management  is unable to
predict the likely outcome or the potential for an adverse judgment,  if any. An
adverse judgment against the Partnership  could have a material,  adverse effect
on the  Partnership's  consolidated  financial  position,  or future  results of
operations  or cash flows.  Management  has not  recorded  any  liability in the
consolidated  financial  statements that may arise from the adjudication of this
lawsuit.



                                       8
<PAGE>


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

      RECENT DEVELOPMENTS

      On March 31, 2000,  Galaxy sold one cable  television  system,  located in
Kansas,  representing  approximately  1,424 subscribers for  approximately  $3.5
million,  or approximately  $2,492 per subscriber.  Galaxy will use the proceeds
from this sale to pay the principle of the Term Loan.

      On March  31,  2000  Galaxy  amended  its Term  Loan  agreement  to modify
financial  covenants and change the maturity date of all  outstanding  borrowing
under  the Term  Loan  agreement  and  entered  into a new $5  million  New Loan
Agreement  from  three of the four  lenders  under the Term Loan  agreement.  As
discussed in Note 2 to Galaxy's consolidated financial statements for the period
ended  December 31,  1999,  based on current  estimates of operating  cash flow,
management  does not believe it will have  sufficient cash to fund required debt
payments under the Term Loan and the New Loan due on December 31, 2000. It is an
event of termination  under the Term Loan and New Loan if Galaxy does not have a
definitive  agreement  to sell its  partnership  interests  or assets by May 31,
2000.  Galaxy's  partners  are  negotiating  to sell  their  Galaxy  partnership
interests to a third party. However, closing of such transaction is not assured.
Absent the completion of the  aforementioned  transaction and the  partnership's
inability to meet its cash flow needs raises substantial doubt about its ability
to meet its liquidity and capital resource needs.

      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, 2000 and March 31, 1999. Amounts shown are in thousands.

                                       9
<PAGE>

                                          For the three months ended March 31,
                                       ---------------------------------------
                                               2000                 1999
                                        -----------------     -----------------
Revenues                               $ 13,990    100.0%    $ 14,570    100.0%
                                       --------    -----     --------    -----
Operating expenses:
  Systems operations                      6,822     48.8%       6,674     45.8%
  Selling, general and administrative     1,553     11.1%       1,501     10.3%
  Management fee to affiliate               419      3.0%         655      4.5%
  Depreciation and amortization           4,773     34.1%       5,224     35.9%
                                       --------    -----     --------    -----
     Total operating expenses            13,567     97.0%      14,054     96.5%
                                       --------    -----     --------    -----

        Operating income                    423      3.0%         516      3.5%

Interest expense                         (5,423)   (38.8%)     (4,767)   (32.7%)
Gain (loss) on sale of assets             2,063     14.7%         909      6.2%
Interest income and other, net               13      0.1%          19      0.1%
                                       --------    -----     --------    -----
  Net loss                             $ (2,924)   (20.9%)   $ (3,324)   (22.9%)
                                       ========    =====     ========    =====

      The  following  table sets forth  demographic  information  as of June 30,
1999, September 30, 1999, December 31, 1999 and March 31, 2000.

                           June 30,     September 30,   December 31,   March 31,
                             1999           1999           1999           2000
                            -------       -------        -------        -------

Homes Passed                225,226        214,341        210,816        205,539
Basic Subscribers           134,233        126,861        126,357        123,941
Basic Penetration            59.60%         59.19%         59.94%         60.30%
Revenue per Subscriber      $35.94         $36.93         $36.11         $37.15

Premium Subscribers         61,133         57,013         56,231         53,684
Premium Penetration          45.54%         44.94%         44.50%         43.31%



                                       10
<PAGE>

      Galaxy generated revenues in the amount of $13,990,403 and $14,569,553 for
the  three-month  periods  ended  March 31,  2000 and 1999,  respectively.  This
decrease in revenues was a result of the sale of systems during 1999. Galaxy was
able to increase basic rates in some systems and, as a result,  average  revenue
per  subscriber  increased  from $36.52 at March 31, 1999 to $37.15 at March 31,
2000.

      For the three  months  ended  March 31,  2000 and 1999,  system  operating
expenses consisting of subscriber costs, technician costs and system maintenance
costs were $6,822,217, or 48.8% of revenue, and $6,673,766, or 45.8% of revenue,
respectively.  These expenses increased  primarily due to increased  programming
and bad debt expenses.

      Selling,  general and administrative expenses, which includes office rents
and maintenance, marketing costs and corporate expenses, increased to $1,552,818
from   $1,500,582   for  the  three  months  ended  March  31,  2000  and  1999,
respectively.  For  the  three-month  period  ended  March  31,  these  expenses
increased as a percentage  of revenue from 10.3% in 1999 to 11.1% in 2000.  This
increase is primarily due to a decrease in co-op reimbursements during the first
quarter of 2000.

       For the three  months  ended  March 31, 2000 and 1999,  depreciation  and
amortization expense was $4,772,917,  or 34.1% of revenues,  and $5,224,276,  or
35.9% of revenues,  respectively.  The decrease in depreciation and amortization
expense is attributable to the sale of cable television systems during 1999.

      For the three months ended March 31, 2000 and 1999,  interest  expense was
$5,422,503 and  $4,767,322,  respectively.  The increase in interest  expense is
primarily  due to an  increase  in  interest  rates  charged to  Galaxy,  and an
increase in amortization  of debt issue costs.  For the three months ended March
31,  2000,  gain on sale of assets was  $2,063,407.  For the three  months ended
March 31, 1999, gain on sale of assets was $909,179. Other income (expense) went
from a net income of $18,992 for the three months ended March 31, 1999, to a net
income of $12,773 for the three months ended March 31, 2000.

      Galaxy 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  Galaxy  as  specified  in the
Partnership agreement.

      LIQUIDITY AND CAPITAL RESOURCES

      The  Partnership has incurred losses each year since its inception and has
a  Partnership  deficit of $34.8  million at March 31, 2000.  During  2000,  the
Partnership received net proceeds from sales of cable television systems of $3.5
million, which was used to pay down principle of the Term Loan.

                                       11
<PAGE>

      On March 31,  2000 the  Partnership  amended  its Term Loan  agreement  to
modify  financial  covenants  and change the  maturity  date of all  outstanding
borrowings under the term loan agreement.

      Additionally,  as part of this amended Term Loan and New Loan  agreements,
the  Partnership  must have a definitive sale agreement in force by May 31, 2000
to sell substantially all the interests or assets of the Partnership  sufficient
for the repayment of all  Partnership  loans  including the Senior  Subordinated
Notes.  This  definitive  agreement  shall not  contain  any such  contingencies
allowing the  purchaser to terminate  such an agreement  arising  from:  (a) the
failure of such  purchaser to obtain the financing  necessary for purchase,  (b)
the  failure  of such  purchaser  to obtain  the  approvals  necessary  for such
purchase or (c) relating to the  completion of any due diligence  review by such
purchaser  other than  completion of reasonable due diligence  customarily to be
completed in such  transaction  after signing such agreement.  Absent of such an
agreement to sell  substantially all the assets of the Company triggers an event
of default under the terms of the amended Term Loan and New Loan agreements.

      Galaxy  has  entered  into a letter of intent  with  Mallard  Cablevision,
L.L.C.  ("Mallard") to sell its interest  related to  approximately  all 123,000
subscribers owned by Galaxy. However, there can be no assurances that Galaxy can
enter  into a  definitive  agreement  by May 31,  2000.  Therefore,  Galaxy  has
explored and is discussing other alternatives. These include: 1) an amendment of
the Term Loan and New Loan to extend the May 31st deadline,  2) sales of certain
subscribers  and assets in  Galaxy's  non-core  areas to other  cable  companies
contiguous to such properties,  3) sale of a portion of Galaxy's smaller systems
to certain DBS providers  (such sales could eliminate or greatly reduce Galaxy's
bank debt) or 4)  refinance  the Term Loans and New Loan with a bridge  facility
that would  allow  Galaxy  additional  time to  recapitalize  or  liquidate  its
interests.  There can be no  assurances  that any of these  alternatives  can be
implemented by May 31, 2000.

      In light of the Partnership's  current  projected  earnings and cash flow,
the  Partnership  believes it will have the financial  resources to maintain its
current  level of  operations  until  December 31, 2000,  the Term Loan maturity
date.  However,  cash generated from operations  alone will not be sufficient to
pay the Term Loan and the New Loan on December  31, 2000 without  proceeds  from
the  sale  of  assets,  refinancing  of  the  Term  Loans  or  the  sale  of the
Partnership's interest in Galaxy.

      Absent  the  completion  of  the   aforementioned   transaction   and  the
partnership's  inability  to meet its cash flow needs raises  substantial  doubt
about its ability to meet its liquidity and capital resource needs.

      As of March 31, 2000,  Galaxy had $5,886,403 in cash and cash equivalents.
As of such date, total current  liabilities  (other than notes payable) exceeded
cash and cash equivalents by $18,591,010. Galaxy expects to fund this deficiency
through  its  operating  cash  flows,  the sale of assets and new equity or debt
financing.

                                       12
<PAGE>

      Due to the  results of  operations  discussed  above,  Galaxy had  EBITDA,
defined as earnings before interest,  depreciation and amortization expense, and
gain on sale of cable systems,  of $5,195,705,  or 37.1% of operating  revenues,
and $5,740,528, or 39.4% of operating revenues, for the three months ended March
31, 2000 and 1999, respectively.

      Galaxy had an aggregate of $147.9 million of  indebtedness as of March 31,
2000,   representing  $119.7  million  of  senior  subordinated  notes  (net  of
unamortized discount of $0.3 million),  $25.3 million outstanding debt under its
term loan and $2.9 million in various other obligations.

      On  March  31,  2000,  Galaxy  entered  into a new $5  million  Term  Loan
Agreement  from  three of the  four  lenders  under  the Term  Loan.  The  funds
available  under this New Loan were not  advanced to Galaxy until April 1, 2000.
The New Loan also requires Galaxy to maintain  compliance with certain financial
ratios and other  covenants,  such as annualized cash flow to interest  expense,
capital  expense  limits and basic  subscribers to total long term debt. The New
Loan  restricts  Galaxy's  ability to borrow without the consent of the lenders.
The New Loan is due the earlier of December 31, 2000 or upon the  occurrence  of
certain events set forth in the Loan Agreement and described above.

      As of March 31, 2000,  Galaxy had $92.3  million in systems and  equipment
consisting  of $87.2  million of cable  television  systems and $5.1  million of
vehicles,  equipment,  buildings and office  equipment,  all net of  accumulated
depreciation. Galaxy had capital expenditures (exclusive of system acquisitions)
of $3.0 million for the three months ended March 31, 2000.  For the three months
ended March 31,  1999,  Galaxy had  capital  expenditures  (exclusive  of system
acquisitions) of $3.0 million.  These capital  expenditures were financed mainly
through the sale of non-core assets and cash flows from  operations.  During the
first three months of 2000, Galaxy's capital expenditures were primarily used to
add  channels,  eliminate  headends by  interconnecting  adjacent  systems  with
fiber-optic  cable, and construct  wide-area  networks for distance learning and
data services.

      Galaxy  provided net cash from  operating  activities  of  $5,295,810  and
$5,198,291 for the three months ended March 31, 2000 and 1999, respectively,  an
increase in net cash provided by operating activities of $97,519.  This increase
is mainly due to an increase in accounts payable and accrued expenses during the
periods.

      Galaxy  provided net cash from  investing  activities  of $492,589 for the
three months ended March 31, 2000, and used net cash in investing  activities of
$2,045,221  for the three months  ended March 31, 1999,  an increase in net cash
provided in investing  activities of $2,537,810.  This increase is mainly due to
an increase in proceeds from the sale of cable systems during 2000.

      Galaxy used net cash in financing  activities of $288,481 and $258,859 for
the three months ended March 31, 2000 and 1999, respectively, an increase in net
cash used in investing activities of $29,622. This increase was due to cash used
to pay down  principle  of other  debt,  offset by a  decrease  in cash used for
payment of debt issue costs.

                                       13
<PAGE>

      SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

      The statements  contained in this 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. These factors include the receipt of regulatory approvals,  the success
of  Galaxy's   implementation  of  digital  technology,   subscriber   equipment
availability,  tower space availability, 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  Federal
Communications  Commission  regulations,  (v)  Galaxy's  dependence  on  channel
leases, (vi) the successful  integration of future acquisitions,  (vii) numerous
competitive factors, including alternative methods of distributing and receiving
video  transmissions and (viii) the ability of Galaxy to successfully  implement
its strategy of focusing on core service areas.

      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>

      Item 3. -- QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

      Galaxy is not directly  exposed to any foreign exchange rates or commodity
price fluctuations.

      Galaxy is exposed to changes in interest rates due to its variable rate of
interest (ABR plus 2%) on its Term Loan.

      Based on Galaxy's variable debt at March 31, 2000, a 1% increase in market
interest rates would increase  yearly  interest  expense and decrease  income by
approximately  $279,000.  This amount was calculated using the variable interest
rate in effect at March 31,  2000,  assuming a constant  level of  variable-rate
debt. This amount does not include the effects of other events that could affect
interest  rates,  such as a downturn in overall  economic  activity,  or actions
management  could take to lessen risk.  This also does not take into account any
changes in Galaxy's  financial  structure  that may result from higher  interest
rates.


                                       15
<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.

10.1        Amendment  No. 7 of the Amended and Restated  Loan  Agreement  among
            Galaxy, Galaxy Telecom Capital Corp., Fleet National Bank, as agent,
            and certain other lenders, dated March 31, 2000, incorporated herein
            by reference to Exhibit  10.19 to Galaxy's  Form 10-K for the fiscal
            year ended December 31, 1999.

10.2        $5,000,000  Term Loan Agreement by and among Galaxy,  Galaxy Telecom
            Capital  Corp.,  Fleet National Bank as Agent and Lender and certain
            other  financial  institutions  party thereto,  dated March 31, 2000
            incorporated  herein by reference to Exhibit  10.20 to Galaxy's Form
            10-K for the fiscal year ended December 31, 1999.

      27.   Financial Data Schedule

(b)   Reports of Form 8-K. On January 20, 2000 Galaxy filed a report on Form 8-K
      announcing a change in our certifying accountant.


                                       16
<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 15, 2000                    /s/ J. Keith Davidson

                                BY:   J. Keith Davidson
                                      Vice President-Finance

(Principal Financial Officer)



                                       17
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number             Description

--------------               ----------------------------------

   10.1     Amendment  No. 7 of the Amended and Restated  Loan  Agreement  among
            Galaxy, Galaxy Telecom Capital Corp., Fleet National Bank, as agent,
            and certain other lenders, dated March 31, 2000, incorporated herein
            by reference to Exhibit  10.19 to Galaxy's  Form 10-K for the fiscal
            year ended December 31, 1999.

  10.2      $5,000,000  Term Loan Agreement by and among Galaxy,  Galaxy Telecom
            Capital  Corp.,  Fleet National Bank as Agent and Lender and certain
            other  financial  institutions  party thereto,  dated March 31, 2000
            incorporated  herein by reference to Exhibit  10.20 to Galaxy's Form
            10-K for the fiscal year ended December 31, 1999.

     27     Financial Data Schedule



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