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, 1998

                                 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, 1998

                                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.....10

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

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

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





                                       2
<PAGE>


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


                                                   March 31,     December 31,
      ASSETS                                          1998           1997
                                                   ------------  -------------



Cash and cash equivalents                           $ 2,881,303   $  2,403,098
Subscriber receivables, net of allowance
   for doubtful accounts of $82,193 and
   $154,692, respectively                             4,749,480      5,424,260
Systems and equipment, net                          133,675,214    138,729,592
Intangible assets, net                               54,584,974     57,193,102
Prepaids and other                                    3,276,239      3,297,573

   Total assets                                    $199,167,210  $ 207,047,625
                                                   ============  =============


   LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses             $  18,230,865   $ 17,152,286
Subscriber deposits and deferred revenue              5,439,642      5,434,097
Long-term debt and other obligations                174,143,702    179,250,312
                                                  -------------- -------------


     Total liabilities                              197,814,209    201,836,695
                                                  -------------- -------------

Commitments and contingencies

Partners' Capital:
   General partners                                        -             -
   Limited partners                                   1,353,001      5,210,930
                                                  -------------   ------------

   Total partners' capital                            1,353,001      5,210,930
                                                  -------------   ------------

   Total liabilities and partners' capital        $ 199,167,210  $ 207,047,625
                                                  =============  =============



        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,
                                          ---------------------------------
                                             1998                 1997
                                          -------------       -------------

 Revenues                                 $ 17,331,068         $ 16,665,838
                                          -------------       -------------

 Operating expenses:
     Systems operations                      7,987,677            7,798,833
     Selling, general and administrative     2,218,563            1,670,698
     Management fee to affiliate               778,218              749,960
     Depreciation and amortization           6,201,943            6,006,967
                                          -------------       -------------

       Total operating expenses             17,186,401           16,226,458
                                          -------------       -------------

 Operating income                              144,667              439,380

 Interest expense                           (5,204,463)          (5,076,262)
 Interest income and other                   1,201,867                6,078
                                          -------------       -------------

     Net loss                             $ (3,857,929)       $  (4,630,804)
                                          =============       ==============




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



                                       4
<PAGE>


                       GALAXY TELECOM, L.P. AND SUBSIDIARY
             CONSOLIDATED STATEMENT 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>

Balance at
 January 1,
  1998                    -          744     309,634    4,751,689     148,863   5,210,930     5,210,930

Net loss
 for period               -         (540)   (229,239)  (3,517,929)   (110,221) (3,857,929)   (3,857,929)
                     --------    --------    -------   -----------   --------- ------------  -----------


Balance at
 March 31,
  1998                $   -        $  204    $80,395   $1,233,760     $38,642  $1,353,001   $ 1,353,001
                     ========     ========   ========  ===========   ========= ===========   ===========

</TABLE>




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

                                       5
<PAGE>
                       GALAXY TELECOM, L.P. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                           For the three months ended March 31,
                                           ------------------------------------
                                                      1998          1997
                                                 -----------    -----------
<S>                                              <C>            <C>

Cash flows from operating activities:
  Net loss                                       $(3,857,929)   $(4,630,804)
  Adjustments to reconcile net loss
    to net cash provided by operating
    activities:

    Depreciation expense                           5,233,285      4,980,651
    Amortization expense                             968,658      1,026,316
    Amortization of debt issue costs                 233,693        233,693
    Provision for doubtful accounts receivable       214,635        510,683
    Gain on sale of assets                        (1,268,669)          --

  Changes in assets and liabilities:
    Subscriber receivables                           460,145        130,699
    Prepaids and other                                21,334       (632,577)
    Accounts payable and accrued expense           1,078,579      3,512,588
    Subscriber deposits and deferred revenues          5,545        317,523
                                                 -----------    -----------

Net cash provided by operating activities          3,089,276      5,448,772
                                                 -----------    -----------
Cash flows from investing activities:
  Acquisition of cable systems                      (133,633)          --
  Proceeds from sale of assets                     5,848,189           --
  Capital expenditures                            (2,918,268)    (4,351,961)
  Other intangible assets                           (231,082)      (407,805)
                                                 -----------    -----------
Net cash provided by (used in)
  investing activities                             2,565,206     (4,759,766)
                                                 -----------    -----------
Cash flows from financing activities:
  Debt issuance costs                                (54,667)          --
  Borrowings under revolver                             --          500,000
  Payments on revolver                            (5,100,000)          --
  Payments on other debt                             (21,610)       (22,833)
                                                 -----------    -----------
Net cash provided by (used in)
  financing activities                            (5,176,277)       477,167
                                                 -----------    -----------

Net increase in cash                                 478,205      1,166,173

Cash and cash equivalents, beginning of period     2,403,098      2,338,345
                                                 -----------    -----------

Cash and cash equivalents, end of period         $ 2,881,303    $ 3,504,518
                                                 ===========    ===========
</TABLE>
        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       6
<PAGE>

GALAXY TELECOM, L.P. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

1.  STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION

     The attached 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 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 the three months ended
March 31, 1998 are not necessarily  indicative of the results to be expected for
the entire 1998 fiscal year. It is suggested that the accompanying  consolidated
financial  statements be read in conjunction with Galaxy's Annual Report on Form
10-K/A for the year ended December 31, 1997.

     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 Galaxy Telecom,  L.P.  Capital Corp. did not have any significant  operations
for the three months ended March 31, 1998 or 1997.

     The  following  notes,  insofar as they are  applicable to the three months
ended  March 31,  1998 and March 31,  1997,  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.   RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards ("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. 131 will have a
material effect on its financial statements.

                                       7
<PAGE>

3.   REPORTING COMPREHENSIVE INCOME

     In 1998, Galaxy adopted 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.  Comprehensive
loss was the same as net loss reported.

4.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     Interest   paid  during  the  three   months   ended  March  31,  1998  was
approximately  $1.5  million.  Interest paid during the three months ended March
31, 1997 was approximately $2.1 million.

     During the first quarter of 1998, Galaxy traded four systems located in and
around Sheridan County, Nebraska for one system around Boulder, Colorado.

5.  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 are
calculated  at 4.5% of gross  revenues as defined in the  management  agreement.
Management  fees totaled  $778,218 for the three months ended March 31, 1998 and
$749,960 for the three months ended March 31, 1997.

6.  LONG-TERM DEBT

     Long-term debt consists of the following:

                                    March 31,     December 31,
                                       1998          1997
                                 ------------   ------------
                                  (Unaudited)     (Unaudited)

     Revolving Credit Facility    $54,125,000    $59,225,000
     Senior Subordinated Notes    120,000,000    120,000,000
     Unamortized discount            (450,000)      (465,000)
     Other                            468,702        490,312
                                 ------------   ------------
        Total                    $174,143,702   $179,250,312
                                 ============   ============

                                       8
<PAGE>


7.   SALES, ACQUISITIONS AND TRADES

     On January 15, 1998,  Galaxy sold its cable  television  systems located in
Wyoming  and  Idaho  (the  "Wyoming  Sale"),  representing  approximately  4,000
subscribers for $4.9 million or $1,225 per subscriber.  Galaxy used the proceeds
from the Wyoming Sale to pay down principal of the revolving note.

     On February 1, 1998,  Galaxy sold its cable  television  system  located in
Hooper,  Nebraska,  representing 242 subscribers for approximately  $262,000, or
approximately $1,080 per subscriber.  Galaxy used the proceeds from this sale to
pay down principal of the revolving note.

     On March 31,  1998  Galaxy  sold two cable  television  systems  located in
Olathe,  Kansas and  Independence,  Missouri,  representing  250 subscribers for
approximately  $190,000,  or approximately $760 per subscriber.  Galaxy used the
proceeds from this sale to pay down principal of the revolving note.

     On March 31, 1998 Galaxy sold six cable  television  systems located in and
around Ottawa County,  Kansas  representing  752 subscribers  for  approximately
$623,000,  or approximately  $830 per subscriber.  Galaxy used the proceeds from
this sale to pay down principal of the revolving note.

     On March 31, 1998 Galaxy purchased five cable television systems located in
Brooks  and  Colquitt  Counties  in  Georgia,   representing  approximately  300
subscribers from USA Cablevision for  approximately  $141,000,  or approximately
$470 per subscriber.

     On March 31,  1998,  Galaxy  traded  four  systems  located  in and  around
Sheridan County,  Nebraska  representing 853 subscribers for one system owned by
High  Country  Cable  located  in  Jefferson   County,   Colorado   representing
approximately 800 subscribers.

8.   PENDING DISPOSITION

     On March 31, 1998 Galaxy signed an asset purchase agreement with Blackstone
Cable,  L.L.C.  to sell all of its cable  television  systems located in central
Georgia   representing   approximately   5,200   subscribers  for  approximately
$6,120,000, or approximately $1,177 per subscriber.

9.   SUBSEQUENT EVENTS

     On April 30, 1998 Galaxy sold seven cable television systems located in and
around Lincoln County,  Kansas  representing  approximately  500 subscribers for
approximately  $395,000,  or approximately $790 per subscriber.  Galaxy used the
proceeds from this sale to pay down 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

     RECENT DEVELOPMENTS

     On January 15, 1998, Galaxy Telecom,  L.P. and its subsidiary  ("Galaxy" or
the  "Partnership")  sold its cable  television  systems  located in Wyoming and
Idaho (the "Wyoming Sale"),  representing  approximately  4,000  subscribers for
$4.9 million or $1,225 per subscriber. Galaxy used the proceeds from the Wyoming
Sale to pay down principal of the revolving note.

     On February 1, 1998,  Galaxy sold its cable  television  system  located in
Hooper,  Nebraska,  representing 242 subscribers for approximately  $262,000, or
approximately $1,080 per subscriber.  Galaxy used the proceeds from this sale to
pay down principal of the revolving note.

     On March 31,  1998  Galaxy  sold two cable  television  systems  located in
Olathe,  Kansas and  Independence,  Missouri,  representing  250 subscribers for
approximately  $190,000,  or approximately $760 per subscriber.  Galaxy used the
proceeds from this sale to pay down principal of the revolving note.

     On March 31, 1998 Galaxy sold six cable  television  systems located in and
around Ottawa County,  Kansas  representing  752 subscribers  for  approximately
$623,000,  or approximately  $830 per subscriber.  Galaxy used the proceeds from
this sale to pay down principal of the revolving note.

     On March 31, 1998 Galaxy purchased five cable television systems located in
Brooks  and  Colquitt  Counties  in  Georgia,   representing  approximately  300
subscribers from USA Cablevision for  approximately  $141,000,  or approximately
$470 per subscriber.

     On March 31,  1998,  Galaxy  traded  four  systems  located  in and  around
Sheridan County,  Nebraska  representing 853 subscribers for one system owned by
High  Country  Cable  located  in  Jefferson   County,   Colorado   representing
approximately 800 subscribers.

                                       10
<PAGE>

     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, 1998 and March 31, 1997. Amounts shown are in thousands.

                                           March 31, 1998    March 31, 1997
                                         ----------------   ----------------
                                         Amount     %age     Amount     %age
                                         -------- --------  ---------  -------
Subscription service revenue             $17,331   100.0%    $16,666    100.0%
                                         -------- --------  ---------  -------

Operating expenses:
    System operations                      7,988    46.1%      7,799     46.8%
    Selling, general and administrative    2,218    12.8%      1,671     10.0%
    Management fees                          778     4.5%        750      4.5%
    Depreciation and amortization          6,202    35.8%      6,007     36.0%
                                          -------  -------     ------   ------

    Total operating expenses              17,186    99.2%     16,227     97.4%
                                         --------  -------    ------    ------

Operating income (loss)                      145     0.8%        439      2.6%

     Interest expense                     (5,204)  (30.0%)    (5,076)   (30.4%)
     Other income (expense)                1,201     6.9%          6      0.0%
                                         --------  -------     ------   ------
Net loss                                 $(3,858)  (22.3%)   $(4,631)   (27.8%)
                                         ========  =======   ========   =======

     The following table sets forth demographic information as of June 30, 1997,
September 30, 1997,  December 31, 1997 and March 31, 1998.  Information prior to
these dates are not comparable.

                              June 30,  September 30,  December 31,  March 31,
                                1997        1997          1997         1998
                               -------     ------        -------     -------
  Homes Passed                 283,948     289,531       298,984     292,112
  Basic Subscribers            177,708     177,057       177,296     170,967
  Basic Penetration             62.58%      60.81%        59.30%      58.53%
  Revenue per Subscriber        $32.82      $32.88        $32.85      $33.79

  Premium Subscribers           84,854      84,322        84,252      82,477
  Premium Penetration           47.75%      47.89%        47.52%      48.24%

     Galaxy generated  revenues in the amount of $17,331,068 and $16,665,838 for
the three month periods  ended March 31, 1998 and March 31, 1997,  respectively.
Galaxy was able to realize  additional  revenue by increasing  basic and premium
rates in certain  systems  during  1997 and  during  the first  quarter of 1998,
therefore average revenue per subscriber increased from $32.06 at March 31, 1997
to $33.79 at March 31, 1998.

     For the three  months  ended  March 31,  1998 and  March  31,  1997  system
operating expenses  consisting of subscriber costs,  technician costs and system
maintenance costs were $7,987,677, or 46.1% of revenue, and $7,798,833, or 46.8%
of revenue,  respectively.  The $188,844 increase in these expenses are a result
of an increase in  programming  fees  charged to Galaxy  offset  partially  by a
reduction in costs due to a decrease in the number of subscribers.


                                       11
<PAGE>
     Selling,  general and administrative  expenses, which includes office rents
and  maintenance,   marketing  costs  and  corporate  expenses,  increased  from
$1,670,698 to $2,218,563 for the three months ended March 31, 1997 and March 31,
1998,  respectively.  For the three month period ended March 31, these  expenses
increased as a percentage  of revenue from 10.0% in 1997 to 12.8% in 1998.  This
increase is attributable to an increase in regional  administrative  expenses in
an effort to provide quality  customer  service within  existing  systems and an
increase in marketing  expenses due to a reduction in the amount reimbursed from
programmers.

     For the three months ended March 31, 1998 and March 31, 1997,  depreciation
and amortization expense was $6,201,943,  or 35.8% of revenues,  and $6,006,967,
or  36.0%  of  revenues,   respectively.   The  increase  in  depreciation   and
amortization  expense is attributable to Galaxy utilizing a fixed asset computer
program to more accurately calculate these expenses.

     For the three  months  ended  March 31, 1998 and March 31,  1997,  interest
expense was $5,204,463 and  $5,076,262,  respectively.  The increase of $128,201
was a result of additional  borrowings.  Other income  increased from $6,078 for
the three months ended March 31, 1997, to $1,201,867  for the three months ended
March 31, 1998,  respectively.  This increase is mainly due to a gain on sale of
assets during the first quarter of 1998 of $1,268,669.

     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 Galaxy's
limited partnership agreement.

     LIQUIDITY AND CAPITAL RESOURCES:

     As of March 31, 1998,  Galaxy had $2,881,303 in cash and cash  equivalents.
As of such date, total current  liabilities  (other than notes payable) exceeded
cash and cash equivalents by $20,789,204. Galaxy expects to fund this deficiency
through its operating cash flows and the Revolving Credit Facility.

     Due  to  the  results  of  operations  discussed  above,  Galaxy  generated
operating cash flows,  defined as earnings  before  interest,  depreciation  and
amortization  expense,  of  $7,548,477,  or  43.6%  of  operating  revenues  and
$6,452,425,  or 38.7% of operating revenues for the three months ended March 31,
1998 and 1997, respectively.

                                       12
<PAGE>

     Galaxy had aggregate  indebtedness  of  approximately  $174.1 million as of
March 31, 1998,  representing $120 million of 12.375% Senior  Subordinated Notes
due in 2005 (the "Notes") and $54.1 million of bank debt.  The Revolving  Credit
Facility has been periodically  amended,  with the latest amendment occurring in
December  1997 which allows the  Partnership  to borrow up to $63 million  until
December 1998 when the  outstanding  balance  converts to a term loan payable in
quarterly  installments  escalating annually from 6 percent to 30 percent of the
converted  balance through December 2002. The Revolving Credit Facility requires
Galaxy to maintain compliance with certain financial ratios and other covenants.
The financial  covenants in the  Revolving  Credit  Facility may limit  Galaxy's
ability to borrow under the Revolving Credit Facility.  Galaxy 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, 1998,  Galaxy had $133.6 million in systems and equipment
consisting  of $125.5  million of cable  television  systems and $8.1 million of
vehicles,  equipment,  buildings and office  equipment,  all net of  accumulated
depreciation. Galaxy had capital expenditures (exclusive of system acquisitions)
of $2.9 million for the three months ended March 31, 1998.  For the three months
ended March 31,  1997,  Galaxy had  capital  expenditures  (exclusive  of system
acquisitions) of $4.3 million.  These capital  expenditures were financed mainly
through the Revolving Credit Facility and cash flows from operations. During the
first three months of 1998, 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's cash flows have been sufficient to meet its debt service,  working
capital and capital  expenditure  requirements.  Galaxy  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 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 of 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  Federal
Communications  Commission  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 1998;
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  Senior
Subordinated 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 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.

     For information on the impact of recent accounting pronouncements, see Note
2 to the consolidated financial statements, appearing elsewhere herein.


                                       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 March 31, 1998.


                                       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 15, 1998              __________________________________
                           BY:  J. Keith Davidson
                                Vice President-Finance
                                (Principal Financial Officer)




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                           EXHIBIT INDEX

  Exhibit Number                  Description

     27                       Financial Data Schedule


                                       17