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, 1999

                                      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, 1999

                                    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  .............................................................18

Exhibit Index............................................................19


                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1. - FINANCIAL STATEMENTS

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

                                 (Unaudited)

<TABLE>
<CAPTION>

                                                                         March 31,     December 31,
                                                                           1999             1998

                                                                     -------------    ------------
                           ASSETS

<S>                                                                 <C>              <C>          
Cash and cash equivalents                                           $   5,107,988    $   2,213,777
Subscriber receivables, net of allowance for doubtful accounts of
   $59,237 and $116,572, respectively                                   4,368,261        4,334,563
Systems and equipment, net                                            102,570,480      104,197,674
Intangible assets, net                                                 37,407,965       38,260,678
Prepaids and other                                                      2,123,652        2,735,940
                                                                    -------------    -------------

       Total assets                                                 $ 151,578,346    $ 151,742,632
                                                                    =============    =============

         LIABILITIES AND PARTNERS' DEFICIT

Accounts payable and accrued expenses                               $  18,051,769    $  14,854,052
Subscriber deposits and deferred revenue                                4,178,194        4,078,407
Long-term debt and other obligations                                  152,306,729      152,445,620
                                                                    -------------    -------------

       Total liabilities                                              174,536,692      171,378,079
                                                                    -------------    -------------

Commitments and contingencies (Note 8)

Partners' deficit:

   General partners                                                   (22,958,346)     (19,635,447)
   Limited partners                                                          --               --
                                                                    -------------    -------------
       Total partners' deficit                                        (22,958,346)     (19,635,447)
                                                                    -------------    -------------

       Total liabilities and partners' deficit                      $ 151,578,346    $ 151,742,632
                                                                    =============    =============
<FN>

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

                                       3
<PAGE>

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

                                 (Unaudited)

                                      For the three months ended March 31,

                                         ----------------------------
                                              1999            1998
                                         ------------    ------------


Revenues                                 $ 14,569,553    $ 17,331,068
                                         ------------    ------------

Operating expenses:

   Systems operations                       6,673,766       7,987,677
   Selling, general and administrative      1,500,582       2,218,563
   Management fee to affiliate                654,677         778,218
   Depreciation and amortization            5,224,276       6,201,943
                                         ------------    ------------

       Total operating expenses            14,053,301      17,186,401
                                         ------------    ------------

           Operating income                   516,252         144,667

Interest expense                           (4,767,322)     (5,204,463)
Gain on sale of assets                        909,179       1,268,667
Interest income and other, net                 18,992         (66,800)
                                         ------------    ------------

       Net loss                          $ (3,322,899)   $ (3,857,929)
                                         ============    ============











         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,

                                                       ------------------------------------
                                                                 1999             1998
                                                              -----------    -----------
<S>                                                          <C>            <C> 
Cash flows from operating activities:

   Net loss                                                  $(3,322,899)   $(3,857,929)
   Adjustments to reconcile net loss to net cash
    provided by operating activities:

    Depreciation expense                                       4,539,932      5,233,285
    Amortization expense                                         684,344        968,658
    Amortization included in interest expense                    329,999        233,691
    Provision for doubtful accounts receivable                   106,636        214,635
    Gain on sale of assets                                      (909,179)    (1,268,667)
    Changes in assets and liabilities:

     Subscriber receivables                                     (140,334)       460,145
     Prepaids and other                                          612,288         21,334
     Accounts payable and accrued expenses                     3,197,717      1,078,579
     Subscriber deposits and deferred revenue                     99,787          5,545
                                                             -----------    -----------


       Net cash provided by operating activities               5,198,291      3,089,276
                                                             -----------    -----------

Cash flows from investing activities:

   Acquisition of cable systems - net of trades                     --         (133,633)
   Proceeds from sales of cable systems                        1,102,446      5,848,189
   Acquisition of capital assets                              (3,032,291)    (2,918,268)
   Other intangible assets                                      (115,376)      (231,082)
                                                             -----------    -----------

       Net cash provided by (used in) investing activities    (2,045,221)     2,565,206
                                                             -----------    -----------

Cash flows from financing activities:

   Payments under term debt and revolver                            --       (5,100,000)
   Payments under other debt                                    (153,890)       (21,610)
   Payment of debt issue costs                                  (104,969)       (54,667)
                                                             -----------    -----------

       Net cash used in financing activities                    (258,859)    (5,176,277)
                                                             -----------    -----------

Net increase in cash and cash equivalents                      2,894,211        478,205
Cash and cash equivalents, beginning of period                 2,213,777      2,403,098
                                                             -----------    -----------

Cash and cash equivalents, end of period                     $ 5,107,988    $ 2,881,303
                                                             ===========    ===========

<FN>

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

</TABLE>

                                       5
<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  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, 1999 are not necessarily  indicative of the
results to be expected for the entire 1999 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, 1998.

      The following  notes,  insofar as they are  applicable to the three months
ended  March 31,  1999 and March 31,  1998,  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.

      The  Partnership has incurred losses each year since its inception and has
a  Partnership  deficit of $23.0  million at March 31, 1999.  During  1998,  the
Partnership  began  implementation of a strategy whereby it would sell its cable
television  systems in its non-core regions and focus on improving and acquiring
cable  television  systems in its core regions,  which are primarily  located in
Illinois,  Kansas, Kentucky,  Mississippi and Nebraska. In 1998, the Partnership
received net proceeds  from sales of its non-core  cable  television  systems of
$38.6  million,  which was primarily  used to pay down the amounts due under its
revolving  line of credit.  Management  intends to seek new debt  and/or  equity
financing and reduce its  borrowings  under its revolving line of credit through
the sales of non-core  systems in order for the Partnership to meet its business
plan and sustain operations. However, there is no assurance that the Partnership
will be able to implement its strategy and raise new capital.

2.    RECENT ACCOUNTING PRONOUNCEMENTS

      In June 1998, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities."  SFAS No. 133 is effective for
all fiscal  quarters of all fiscal years  beginning after June 15, 1999 (January
1,  2000,  for the  Partnership).  SFAS No.  133  requires  that all  derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current  earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction.

                                       6
<PAGE>

      Management of the Partnership  anticipates that, due to its limited use of
derivative instruments, the adoption of SFAS No. 133 will not have a significant
effect on the Partnership's results of operations or its financial position.

3.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      Interest  paid during the three  months  ended March 31, 1999 and 1998 was
approximately $395,000 and $1.5 million, respectively.

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

4.    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  $654,677 for the three months ended March 31, 1999 and
$778,218 for the three months ended March 31, 1998.

5.    LONG-TERM DEBT

      Long-term debt consists of the following:


                                      March 31,        December 31,
                                        1999               1998
                                  -------------       -------------

Revolving Credit Facility         $  30,500,000       $  30,500,000
Senior Subordinated Notes           120,000,000         120,000,000
   Unamortized discount                (390,000)           (405,000)
Other                                 2,196,729           2,350,620
                                  -------------       -------------

         Total                    $ 152,306,729       $ 152,445,620
                                  =============       =============


      In March,  1999,  Galaxy  amended  the  Revolving  Credit  Facility  ("the
Revolver").  The amendment  allows the Partnership to borrow up to $55.9 million
until June 1999 when the outstanding  balance converts to a term loan. The first
principal  payment is due on December 31, 1999, in an amount equal to 22% of the
converted balance, and in subsequent quarterly installments  escalating annually
from 22 percent to 30 percent of the converted  balance  through  December 2002.
The Revolver will require Galaxy to maintain  compliance with certain  financial
ratios and other  covenants,  such as total debt to annualized  cash flow,  cash
flow to interest expense,  capital expense limits and basic subscribers to total
long term debt.  The financial  covenants in the Revolving  Credit  Facility may
significantly limit Galaxy's ability to borrow under the Revolver.

                                       7
<PAGE>

6.    SALES, ACQUISITIONS AND TRADES

      On February 12, 1999, Galaxy sold one satellite master antenna  television
system ("SMATV") located in Spring Creek,  Georgia,  representing  approximately
1,000  subscribers for  approximately  $1,220,000,  or approximately  $1,220 per
subscriber. Galaxy used the proceeds from this sale to pay down principal of the
revolving note.

7.    SUBSEQUENT EVENTS

      On May 1, 1999,  Galaxy traded 18 cable television  systems,  representing
approximately  7,600  subscribers for 7 cable television  systems,  representing
approximately 7,200 subscribers from Mississippi  Cablevision,  Inc. ("MCI"), an
affiliate of  Telecommunications,  Inc. The Galaxy cable television  systems are
located  primarily  in  Colorado,  Iowa and  South  Dakota,  while the MCI cable
television systems are located in Mississippi.

8.    COMMITMENTS AND CONTINGENCIES

      LITIGATION

      Galaxy is subject to various legal and  administrative  proceedings in the
ordinary  course  of  business.  Management  believes  the  outcome  of any such
proceedings  will  not  have a  material  adverse  effect  on the  Partnership's
consolidated financial position, or future results of operations or cash flows.

      In addition, 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
affect 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 February 12, 1999, Galaxy sold one satellite master antenna  television
system ("SMATV") located in Spring Creek,  Georgia,  representing  approximately
1,000  subscribers for  approximately  $1,220,000,  or approximately  $1,220 per
subscriber. Galaxy used the proceeds from this sale to pay down principal of the
revolving note.

      On May 1, 1999,  Galaxy traded 18 cable television  systems,  representing
approximately  7,600  subscribers for 7 cable television  systems,  representing
approximately 7,200 subscribers from Mississippi  Cablevision,  Inc. ("MCI"), an
affiliate of  Telecommunications,  Inc. The Galaxy cable television  systems are
located  primarily  in  Colorado,  Iowa and  South  Dakota,  while the MCI cable
television systems are located in Mississippi.

      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, 1998. Amounts shown are in thousands.


                                          March 31, 1999      March 31, 1998
                                          ---------------     ---------------
                                            Amount    %        Amount     %
                                          --------  -----     --------  -----


Revenues                                  $ 14,570  100.0%    $ 17,331  100.0%
                                          --------  -----     --------  -----

Operating expenses:

    Systems operations                       6,674   45.8%       7,988   46.1%
    Selling, general and administrative      1,501   10.3%       2,218   12.8%
    Management fees to affiliate               655    4.5%         778    4.5%
    Depreciation and amortization            5,224   35.9%       6,202   35.8%

    Total operating expenses                14,054   96.5%      17,186   99.2%
                                          --------  -----     --------  -----

      Operating income                         516    3.5%         145    0.8%

Interest expense                            (4,767) (32.7%)     (5,204) (30.0%)
Gain on sale of assets                         909    6.2%       1,268    7.3%
Other income (expense), net                     19    0.1%         (67)  (0.4%)
                                          --------  -----     --------  -----

Net loss                                  $ (3,323) (22.9%)   $ (3,858) (22.3%)
                                          ========  =====     ========  =====

                                       9
<PAGE>

      The  following  table sets forth  demographic  information  as of June 30,
1998, September 30, 1998, December 31, 1998 and March 31, 1999.

                       June 30,    September 30,   December 31,     March 31,
                          1998 (1)         1998           1998           1999
                        -----------    -----------    -----------    -----------

Homes Passed               286,196        259,012        228,861        227,620
Basic Subscribers          168,386        152,395        135,991        135,977
Basic Penetration            58.84%         58.84%         59.42%         59.74%
Revenue per Subscriber     $ 34.32        $ 35.62        $ 35.62        $ 36.52

Premium Subscribers         80,355         72,185         63,152         61,870
Premium Penetration          47.72%         47.37%         46.44%         45.50%


(1)Includes the  demographic  information  of the Central  Georgia  systems sold
   effective June 30, 1998.

      Galaxy generated revenues in the amount of $14,569,553 and $17,331,068 for
the three  month  periods  ended  March 31,  1999 and 1998,  respectively.  This
decrease  was a result of the sale of systems  during  1998.  Galaxy was able to
increase  basic  rates in some  systems  and, as a result,  average  revenue per
subscriber increased from $33.79 at March 31, 1998 to $36.52 at March 31, 1999.

      For the three  months  ended  March  31,  1999 and 1998  system  operating
expenses consisting of subscriber costs, technician costs and system maintenance
costs were $6,673,766, or 45.8% of revenue, and $7,987,677, or 46.1% of revenue,
respectively.  The  decrease in these  expenses is  attributable  to the sale of
cable television systems during 1998.

      Selling,  general and administrative expenses, which includes office rents
and maintenance, marketing costs and corporate expenses, decreased to $1,500,582
from   $2,218,563   for  the  three  months  ended  March  31,  1999  and  1998,
respectively.  For the  three  month  period  ended  March  31,  these  expenses
decreased as a percentage  of revenue from 12.8% in 1998 to 10.3% in 1999.  This
decrease is attributable to the sale of cable television systems during 1998.

       For the three  months  ended  March 31, 1999 and 1998,  depreciation  and
amortization expense was $5,224,276,  or 35.9% of revenues,  and $6,201,943,  or
35.8% of revenues,  respectively.  The decrease in depreciation and amortization
expense is attributable to the sale of cable television systems during 1998.

      For the three months ended March 31, 1999 and 1998,  interest  expense was
$4,767,322 and  $5,204,463,  respectively.  The decrease in interest  expense is
primarily due to a reduction in the outstanding  balance of the Revolving Credit
Facility.  During 1998,  Galaxy paid $28.7 million  towards the principal of the
Revolving Credit Facility,  net of borrowings.  For the three months ended March
31,  1999  and  1998,  gain on sale  of  assets  was  $909,179  and  $1,268,667,
respectively.  Other income (expense) went from a net expense of $66,800 for the
three  months  ended  March 31,  1998,  to a net income of $18,992 for the three
months ended March 31, 1999. This increase is mainly due to a reduction of other
expenses.

                                       10
<PAGE>

      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 $23.0  million at March 31, 1999.  During  1998,  the
Partnership  began  implementation of a strategy whereby it would sell its cable
television  systems in its non-core regions and focus on improving and acquiring
cable  television  systems in its core regions,  which are primarily  located in
Illinois,  Kansas, Kentucky,  Mississippi and Nebraska. In 1998, the Partnership
received net proceeds  from sales of its non-core  cable  television  systems of
$38.6  million,  which was primarily  used to pay down the amounts due under its
revolving  line of credit.  Management  intends to seek new debt  and/or  equity
financing and reduce its  borrowings  under its revolving line of credit through
the sales of non-core  systems in order for the Partnership to meet its business
plan and sustain operations. However, there is no assurance that the Partnership
will be able to implement its strategy and raise new capital.

      As of March 31, 1999,  Galaxy had $5,107,988 in cash and cash equivalents.
As of such date, total current  liabilities  (other than notes payable) exceeded
cash and cash equivalents by $17,121,975. 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, and other extraordinary items, of $5,740,528,  or 39.4% of
operating  revenues,  and $6,346,610,  or 36.6% of operating  revenues,  for the
three months ended March 31, 1999 and 1998, respectively.

      Galaxy had aggregate  indebtedness of approximately $152.3 million (net of
unamortized  discount  of  $390,000)  as of March 31,  1999,  representing  $120
million of 12.375% Senior  Subordinated  Notes due in 2005 (the "Notes"),  $30.5
million outstanding debt under the Revolver and $2.2 million of other bank debt.
The Revolver,  which has been  periodically  amended,  with the latest amendment
occurring in March 1999,  allows the  Partnership  to borrow up to $55.9 million
until June 1999 when the outstanding  balance converts to a term loan. The first
principal  payment is due on December 31, 1999, in an amount equal to 22% of the
converted balance, and in subsequent quarterly installments  escalating annually
from 22 percent to 30 percent of the converted  balance  through  December 2002.
Net  proceeds  from  any  system  sale  will be used to  reduce  the  commitment
available  under the  Revolver.  The Revolver  will  require  Galaxy to maintain


                                       11
<PAGE>

compliance with certain financial ratios and other covenants, such as total debt
to annualized cash flow, cash flow to interest  expense,  capital expense limits
and basic  subscribers to total long term debt.  The financial  covenants in the
Revolving  Credit Facility may  significantly  limit Galaxy's  ability to borrow
under the Revolver.

        As of March 31, 1999, Galaxy had $102.6 million in systems and equipment
consisting  of $96.9  million of cable  television  systems and $5.7  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, 1999.  For the three months
ended March 31,  1998,  Galaxy had  capital  expenditures  (exclusive  of system
acquisitions) of $2.9 million.  These capital  expenditures were financed mainly
through the Revolving Credit Facility and cash flows from operations. During the
first three months of 1999, 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  $5,198,291  and
$3,089,276 for the three months ended March 31, 1999 and 1998, respectively,  an
increase in net cash  provided  by  operating  activities  of  $2,109,015.  This
increase is mainly due to an increase in accounts  payable and accrued  expenses
during the periods.

      Galaxy used net cash in investing  activities of $2,045,221  for the three
months ended March 31, 1999,  and provided net cash by investing  activities  of
$2,565,206  for the three  months  ended March 31,  1998, a decrease in net cash
provided by investing activities of $4,610,427. This decrease is mainly due to a
decrease in proceeds from sale of assets during the first three months of 1999.

      Galaxy used net cash in financing  activities  of $258,859 and  $5,176,277
for the three months ended March 31, 1999 and 1998, respectively,  a decrease in
net cash used in investing  activities of  $4,917,418.  This decrease was mainly
due to the  significant  payments made under the Revolver during the first three
months of 1998.

      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,  proceeds  from sales of non-core  assets and its access to additional
capital in the public and private debt markets.

                                       12
<PAGE>

      YEAR 2000

      The year 2000 ("Y2K") issue concerns the inability of information  systems
to properly recognize and process  date-sensitive  information beyond January 1,
2000. This section is a Year 2000 Readiness Disclosure.

      Galaxy has put a program in place  designed to bring  information  systems
and software into Y2K compliance in time to minimize any significant detrimental
effects on operations.  The program covers information  systems  infrastructure,
financial  and  administrative  systems,  process  control and cable  television
systems.  Galaxy's  program  recognizes that date sensitive  systems may fail at
different  points in time  depending  on their  function.  Galaxy  is  utilizing
internal  personnel,  contract  programmers  and vendors to identify Y2K issues,
modify  code  and test the  modifications.  In most  cases,  these  third  party
programmers and vendors have verified their Y2K compliance with Galaxy.  In some
cases,  non-compliant  software and hardware will be replaced.  The steps Galaxy
has taken in this program include (1) planning and awareness, (2) identification
of where failures may occur, (3) resolution including repair,  upgrade, etc. and
(4) deployment of compliant systems. The first two steps, planning and awareness
and identification are largely completed.

      The following table  illustrates  Galaxy's present status of completion of
each step of its Y2K program.

                                       Percentage                Expected
                                        completed               Completion

      Phase                         within each step                Date  

      Planning and awareness              100%                      --
      Identification                       95%                September 1999
      Resolution                           85%                September 1999
      Deployment                           70%                September 1999

      The  completion  dates set  forth  above  are  based on  Galaxy's  current
expectations.  However,  due to the uncertainties  inherent in the Y2K issue, no
assurances  can be given as to whether such  projects  will be completed on such
dates.  Galaxy  expects  the  total  incremental  cost  of the Y2K  issue  to be
approximately  $75,000.  This estimated cost does not include any normal ongoing
costs for computer  hardware or software that would be replaced even without the
presence  of the Y2K  issue.  Galaxy has spent  approximately  $2,200 in its Y2K
effort  during the first  quarter of 1999.  The  occurrence  of the remainder of
these costs is expected  during  1999,  and the majority of these costs has been
and will be provided from operations.

      Galaxy has been  focusing its efforts on  identification,  resolution  and
deployment  of  its  Y2K  exposures  and  has  not  yet  developed   significant
contingency plans in the event it encounters  unknown events.  Galaxy intends to
examine its status periodically to determine whether such plans are necessary.

                                       13
<PAGE>

      The  failure  to  correct  a  material  Y2K  problem  could  result  in an
interruption or failure of certain  important  business  operations.  Management
believes  that  its  Y2K  program  will  significantly   reduce  Galaxy's  risks
associated  with  the  changeover  to  the  Y2K  and  has  implemented   certain
contingency   plans  to  minimize  the  effect  of  any  potential  Y2K  related
disruptions.  The risks and the uncertainties discussed below and the associated
contingency  plans relate to systems,  software,  equipment,  and services  that
Galaxy has deemed critical in regard to customer service,  business  operations,
financial impact or safety.

      Customer  service networks and/or automated voice response systems failure
could  prevent  access to  customer  account  information,  hamper  installation
scheduling and disable the processing of pay-per-view requests.  Galaxy plans to
have its customer service  representatives answer telephone calls from customers
in the event of outages  and  expects to retrieve  needed  customer  information
manually from the billing service provider.

      Galaxy is  dependent  on  third-party  vendors.  For  example,  if a cable
programmer  encounters  Y2K  problems  that  impede its  ability to deliver  its
programming,  Galaxy  will be unable to provide  that  programming  to its cable
customers.  Galaxy has  attempted  to  ascertain  their  state of Y2K  readiness
through  questionnaires,  interviews,  industry  group  participation  and other
available means.  Galaxy has not received any response from third-party  vendors
that indicate a problem with the Y2K issue. There can be no assurance,  however,
that such a problem will not occur.

      A failure of the services provided by Convergys,  Galaxy's billing service
provider,  could result in a loss of customer  records  which could  disrupt the
ability to bill  customers  for a  protracted  period.  Galaxy  plans to prepare
electronic  backup records of its customer billing  information prior to the Y2K
to allow for data  recovery.  In addition,  Galaxy  continues to monitor the Y2K
readiness of Convergys.

      Advertising  revenue could be adversely affected by the failure of certain
equipment  which could impede or prevent the insertion of  advertising  spots in
Galaxy's  programming.  Galaxy  anticipates  that it can minimize such effect by
manually resetting the dates each day until the equipment is repaired.

      In the event that the local public  utility  cannot supply  power,  Galaxy
will not be able to supply power to most of its cable headends and office sites.

      The financial impact of any or all of the above  worst-case  scenarios has
not been and cannot be estimated by Galaxy due to the numerous uncertainties and
variables associated with such scenarios.

      Despite  Galaxy's  efforts  in  solving  the Y2K  issue,  there  can be no
assurance that partial or total systems  interruptions or the costs necessary to
update  hardware  and  software  would not have a material  adverse  effect upon
Galaxy's business,  financial condition,  and results of operations and business
prospects.

                                       14
<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.

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

                                       15
<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 (LIBOR plus 3.25%) on its revolving line of credit.

      Based on Galaxy's variable debt at March 31, 1999, a 1% increase in market
interest rates would increase  yearly  interest  expense and decrease  income by
approximately  $328,000.  This amount was calculated using the variable interest
rate in effect at March 31,  1999,  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.


                                       16
<PAGE>

PART II.  OTHER INFORMATION

Items 1 through 5.

None.

Item 6.  Exhibits and Reports on Form 8-K

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

10.   Amendment No. 6 to the Revolving Credit Facility Agreement among
            Galaxy, Fleet Bank, as agent, and certain other lenders, dated
            March 31, 1999.

      27.   Financial Data Schedule

(b)   Reports of Form 8-K. No reports on Form 8-K were filed  during the quarter
      ended March 31, 1999.


                                       17
<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 11, 1999              /s/ J. Keith Davidson                     
                                -------------------------------------
                                BY:   J. Keith Davidson

                             Vice President-Finance

(Principal Financial Officer)


                                       18
<PAGE>

                                   EXHIBIT INDEX

Exhibit Number    Description

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

    10            Amendment  No. 6 to the Amended and  Restated  Loan  Agreement
                  dated  March 31,  1999 by and  among  Galaxy,  Galaxy  Telecom
                  Capital  Corp.,  Fleet  National  Bank,  State Street Bank and
                  Trust  Company,  The First  National Bank of Chicago and Union
                  Bank.

    27            Financial Data Schedule

                                       19