SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

________________

FORM 10-K

(Mark One)

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)   
             OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 1998

OR

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



Commission file number 1-12506

                                   

LUCILLE FARMS, INC.

(Exact name of Registrant as specified in its Charter)



		Delaware					13-2963923

	(State of incorporation)	 (I.R.S. employer identification no.)



     	150 River Road, P.O. Box 517			(973) 334-6030

	  Montville, N.J.  07045		(Registrant's telephone number)

  (Address of principal executive office)



Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001 per share

Preferred Stock Purchase Rights

(Titles of Classes)



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 [  ]



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]



The aggregate market value of the voting stock held by
non-affiliates of the Registrant was 2,668,781 based on the
average bid and ask price as reported by NASDAQ on June 26, 1998.



The number of shares of the Registrant's common stock
outstanding as of June 26, 1998 was:  3,002,500.







Documents Incorporated by Reference

None





PART I





ITEM 1.	BUSINESS



General



Lucille Farms, Inc. (the "Company") is engaged in the
manufacture and marketing of conventional mozzarella cheese and,
to a lesser extent, other Italian variety cheeses.  Utilizing
proprietary formulas and processes, the Company has developed a
nutritional line of products consisting of (a) an all natural,
cholesterol free mozzarella-style cheese substitute which is low
in saturated fat and has the taste, mouth feel, texture,
handling and cooking characteristics of conventional mozzarella
cheese ("Mozzi-RITETM" for the Real Italian Taste Experiencer),
(b) an all natural, no-cholesterol and no-fat mozzarella cheese
("Tasty-Lite CheeseTM - Fat Free"), and (c) an all natural
mozzarella cheese ("Tasty-Lite CheeseTM - Light").  The Company
believes that there is currently no other all natural,
cholesterol free mozzarella cheese substitute or all natural,
no-cholesterol and no-fat mozzarella cheese on the market.  For
the fiscal years ended March 31, 1998 and 1997, conventional
mozzarella cheese sales and blends accounted for over 90% of the
Company's revenues.  Sales of the Company's nutritional line of
products during these periods were not significant.  All of the
Company's products, which are manufactured in the Company's
production facility in Swanton, Vermont, are made of natural
ingredients.



The Company's conventional mozzarella cheese is sold primarily
to the food service segment of the cheese market.  To a lesser
extent, sales are made to the industrial and government segments
of the cheese market.  The food service segment includes pizza
chains and independent pizzerias, restaurants, recreational
facilities, business feeders, health care facilities, schools
and other institutions which prepare food for on premises
consumption.  The industrial segment includes manufacturers that
utilize cheese products as an ingredient in processed foods and
general frozen entrees and side dishes.  The Company believes
that the food service and industrial groups have exhibited
increased interest and demand for nutritional cheese products in
response to an increasing consumer awareness of nutrition in
general and cholesterol and fat intake in particular.  



The Company believes that its proprietary processes can be
applied to a wide variety of cheeses and, accordingly, plans to
continue to develop new dairy related products that meet the
increasing demand for healthier products that satisfy consumer
taste and appearance expectations.



In August 1998 the Company intends to have a fully operational
retail cheese packaging capability, although there can be no
assurance in this regard.  The Company is negotiating with
several companies to co-pack their private label retail cheese
lines in popular sizes.



Once this capability is developed, the Company will be in a
position to pursue the higher profit margins available in the
retail marketplace.  At present the Company is considering other
retail opportunities.















Nutritional Concerns



During the past twenty years, medical and dietary experts have
been advocating a diet that is lower in saturated fat,
cholesterol and sodium as a means of reducing the risk of heart
disease and other health problems.  The public's concern with
dietary fat and cholesterol as related to health have increased
significantly in the past several years.  A national consumer
survey conducted by the Calorie Control Council reveals that 81%
of American adults consume low calorie, sugar free and/or
reduced fat foods and beverages.  The Food Marketing Institute
reports that fat and sodium are consumers' chief dietary
concerns.



The Company believes that as public awareness of health and
nutrition continues to grow, consumers will increasingly choose
foods made with low cholesterol and low fat ingredients. 
Accordingly, the Company believes that nutritional cheeses will
continue to represent an increasingly larger share of total
cheese sales as a result of their nutritional advantages over
conventional cheeses.



Nutritional Cheese in the Food Service and Industrial Markets



Over two-thirds of all cheese manufactured in the United States
is utilized by the food service and industrial segments. 
Although statistics on the usage of nutritional cheese by these
segments is not available, it is commonly believed in the
industry that sales of nutritional cheese to these segments are
still quite small, but are beginning to grow.



The Company believes that nutritional cheese growth has been
slower in the food service and industrial segments primarily due
to the following three reasons:



  Historically, food service and industrial operators have been
more conservative than retailers in adopting new products and
ideas, and significant industry interest in nutritional cheeses
has only become apparent in the last several years.



  Nutritional cheeses have lacked consumer taste appeal, and
food service operators and food manufacturers consider most
nutritional cheese products much more difficult to cook and
prepare foods with 

than conventional cheeses.



  To the Company's knowledge, no cheese manufacturer has devoted
significant financial and marketing resources to develop the
food service and industrial segments for nutritional cheese
products, and instead have emphasized marketing to the retail
industry.



Despite the slower rate of adoption, the Company is hopeful that
these 	

segments will move to introduce low fat food options.  













Cheese consumption in general, and pizza consumption in
particular, decline significantly among customers who categorize
themselves as concerned with their diets.  In addition, there is
a significant reduction in the per capita volume consumption by
consumers over age 50.  (The Cheese Market, October 1995,
Find/SVP, Inc.)  As the "baby boomer" segment enters this age
category, the Company expects that food manufacturers of all
types will provide for their diet and nutritional needs.  The
Food Trends '95 Survey, sponsored by Thomas Food Industry
Register & Find/SVP, Inc., reveals that a majority (52%) of
restaurant patrons are more concerned about fat in their diet
than anything else.  



The industrial segment (comprised primarily of food processors)
has been quicker than the food service segment to embrace low
fat foods.  Low fat products led all categories for new product
introductions for the second year in a row and reached an
all-time high in 1996 according to Prepared Foods' New Food
Products Annual Survey.  And there is likely to be even more new
low fat foods introduced in the years ahead.  The 1996 R&D
Investment Survey conducted by Prepared Foods Magazine is the
most comprehensive in the industry.  The results of the survey
identifying the top ten priorities-places development of reduced
fat foods as the number one priority (for the second year in a
row) among the 736 food manufacturing companies responding.  



The Company believes that the food service and industrial
segments will increasingly offer products made with nutritional
cheese and cheese substitute products, and therefore the Company
is continuing its marketing effort for its nutritional products
in these segments.



Products



The Company's products include the following:



Conventional Cheese Group:



Conventional Mozzarella.  The Company's premium quality, all
natural mozzarella cheese meets or exceeds all federal and
industry standards for purity, freshness, taste, appearance and
texture.  During the fiscal years ended March 31, 1996, 1997 and
1998, conventional mozzarella cheese sales and blends accounted
for approximately 88%, 90% and 88%, respectively, of the
Company's sales.



Conventional Provolone.  The Company's provolone is a premium
quality, all natural cheese that meets or exceeds all federal
and industry standards for purity, freshness, taste, appearance
and texture.  During the fiscal years ended March 31, 1996, 1997
and 1998, sales of conventional provolone accounted for
approximately 6%, 5%, and 5%, respectively, of the Company's
sales.



Conventional Feta.  The Company's feta is a premium quality, all
natural cheese that meets or exceeds all federal and industrial
standards for purity, freshness, taste, appearance and texture. 
During the fiscal years ended March 31, 1996, 1997 and 1998,
sales of feta accounted for less than 1% of the Company's sales
in each of such periods.









Nutritional Products Group:



Mozzi-RITETM.  The Company manufactures a proprietary
mozzarella-style cheese substitute made with 97% pasteurized
skim milk and 3% canola and sunflower oils.  Mozzi-RITETM is all
natural, cholesterol free and low in saturated fat and sodium. 
A "substitute cheese" must be nutritionally equal or superior to
its conventional counterpart, whereas "imitation cheese" (which
the Company does not produce) is nutritionally inferior to
conventional cheese.  The Company believes that its Mozzi-RITETM
cheese substitute has the taste, mouth feel, texture, handling
and cooking characteristics of conventional mozzarella. 
Mozzi-RITE differs from "conventional cheese" in that oils are
used in its manufacture, whereas butterfat containing
cholesterol and saturated fat is used in the manufacture of
conventional cheese.  To the Company's knowledge, there is
currently no other all natural, cholesterol-free
mozzarella-style cheese substitute on the market.



Tasty-Lite CheeseTM - Fat Free.  This all natural mozzarella
cheese is made from 100% pasteurized skim milk, and contains no
fat or cholesterol, is low in sodium and has reduced calories
compared to conventional mozzarella.  The Company is not aware
of any other all natural, real mozzarella cheese available that
is both fat and cholesterol free.



Tasty-Lite CheeseTM  - Light.  This all natural mozzarella
cheese is made from 100% pasteurized part-skim milk and contains
nearly 60% less fat than whole milk mozzarella, and 50% less fat
than conventional part-skim mozzarella.  This product is low in
cholesterol and sodium.  Its fat content, however, is greater
than the Company's Tasty-Light CheeseTM - Low Fat nutritional
product.



During the fiscal years ended March 31, 1996, 1997 and 1998, the
	

Company's nutritional products accounted for approximately 3%,2%
and 	2%, respectively, of the Company's total sales.  While the
Company's 		conventional cheeses are viewed as commodity items,
the Company believes 		that its nutritional line should be
viewed as "premium" products, which 	enables the Company to charge higher
 prices.



Proprietary Formulas and Processes; New Product Development



The Company's nutritional products are made using the Company's
formulas and processes, which are believed to be proprietary. 
The formulas and processes for the Company's nutritional
products were designed and developed by the Company's Chairman
and the Vice Chairman specifically for these products.  The
rights to these formulas and processes have been assigned by
such officers to the Company.  These proprietary processes can
be applied to a wide variety of cheeses, and the Company's
future plans include developing other varieties of nutritional
cheeses and products (e.g., provolone, ricotta, feta and
cheddar).  However, there can be no assurance that the Company
will be successful in such development, or that if developed,
such products will be accepted by the marketplace or prove
profitable.











Production Facilities



The Company currently produces substantially all of its products
at its manufacturing plant in Swanton, Vermont.  The Swanton
facility, located in Franklin County, Vermont's highest volume
dairy producing area, operates 24 hours a day, 6 days a week and
ships approximately 500,000 pounds of bulk product per week. 
The plant currently has 65 full-time and 5 part-time employees. 
The Swanton facility is designated as an approved plant by the
United States Department of Agriculture and is qualified to
produce cheese for the armed forces and school lunch programs,
which it has been doing since the facility was built in 1975. 
The Company has equipment for shredding, dicing, slicing, vacuum
packaging, gas flush bag packaging, and labeling its products. 
The manufacturing equipment is of modern design and assembled in
a flow through arrangement for labor saving operation.  The
production operation has been established in such a way that
changes in cheese orders, whether size, specification,
packaging, labeling or delivery dates, can be accomplished
without significant effort or disruption of operations.  Due to
recent improvements, the Company's facility now has the capacity
to produce approximately 600,000 pounds of bulk product per
week.  The Company believes that its facilities currently lack
the capacity to fill all of the future demand if significant
added sales are achieved, for which there can be no assurance. 
In the event additional capacity is required, the Company may
either (a) contract out its excess production to, and/or rent
plant time from, other manufacturers ("co-packing"), or (b)
further expand its current plant facilities, subject to
appropriate financing, for which it believes it has sufficient
acreage and technical capabilities.  However, there can be no
assurance that co-packing arrangements can be effected, or, if
effected, that such arrangements could be done in a timely
manner and at a reasonable cost.



Quality Control



The Company is supplied with milk by the largest milk
cooperative headquartered in Vermont.  Quality control starts on
the several local farms which produce the milk for the
cooperative.  The milk the Company receives is delivered
directly from the farms on a regular and timely basis.  The
Company tests all milk received.  Throughout the production
process, the Company subjects its products to quality control
inspection and testing in order to satisfy federal regulation,
meet customer specifications and assure consistent product
quality.  The Company currently employs two persons qualified to
perform the necessary testing as prescribed by the state,
federal and the Company's quality standards and specifications. 
Such tests are performed at the Company's laboratory on-site.  A
sample of each product batch is tested promptly after
manufacture and again before shipment for various
characteristics, including taste, color, acidity, surface
tension, melt, stretch and fat retention.  On a frequent basis,
random samples are sent to qualified independent labs to test
for bacteria and other microorganisms.  Federal and state
regulation agencies also perform regular inspections of the
Company's products and facilities.

















Raw Materials



At present, there are adequate supplies of the raw materials,
primarily milk, utilized by the Company in manufacturing its
products and the Company expects such adequate supplies to
continue to be available.  The Company has milk supply contracts
with several milk cooperatives and has been able to purchase as
much milk as needed for its production.  The cooperatives also
ensure the Company a flexible mix of milk products, besides
direct farm milk, such as extra milk, skim milk, condensed skim
milk or dry milk powder.  This flexibility is an advantage in
cheese production.  It enables the Company to switch from one
milk product to another on short notice with no down time.



Markets and Customers



The Company's products are sold primarily to the food service
segment of the cheese market.  To a lesser extent, sales are
made to the industrial and government segments of the cheese
market.  The Company intends to market its products to the
retail segment, beginning in August of 1998, primarily to
supermarkets in the Northeastern U.S.



The food service segment of the cheese market includes pizza
chains and independent pizzerias, restaurants, recreational
facilities, transportation hubs, business feeders, health care
facilities, schools and other institutions, which utilize the
Company's products as ingredients in preparing foods for on
premise consumption.  The Company sells its products to the food
service segment of the cheese market through a network of 20
non-exclusive food brokers that sell to approximately 140
independent distributors that service the industry in over 27
states and Washington, D.C.  The bulk of the Company's products
distributed in the food service market are utilized by regional
pizza chains and independent pizza shops.  For the fiscal years
ended March 31, 1996, 1997 and 1998, sales of the Company's
products to the food service segment of the cheese market
accounted for approximately 80% to 90% of revenues.  Virtually
all of such sales were of the Company's conventional cheeses. 
In the fiscal years ended March 31, 1996 and 1997, one customer,
Lisanti Foods, Inc., accounted for approximately 11% and 14% of
sales, respectively.  In the fiscal year ended March 31, 1998,
no one customer accounted for more than 10% of the Company's
sales.



In the industrial segment of the cheese market, the Company
sells its products to manufacturers for use as an ingredient in
processed foods, such as frozen and refrigerated pizzas, a
variety of Italian specialty convenience foods, and general
frozen entrees and side dishes.  The finished processed foods
are then generally sold to retail supermarket and grocery
accounts under various brand names.  The majority of the
Company's sales of its conventional cheeses and nutritional
products to the industrial market are made directly by the
Company's in-house sales staff.  For the fiscal years ended
March 31, 1996,1997 and 1998, sales of the Company's products to
the industrial segment of the cheese market accounted for
approximately 9% to 19% of revenues.  



The government segment of the cheese market includes the
military, school lunch program and the commodities price support
program.  For the fiscal years ended March 31, 1996, 1997 and
1998, sales of the Company's products to the government segment
of the cheese market accounted for approximately 1% of revenues.





	The necessary packaging equipment enabling the Company to sell
to the retail segment is expected to be fully operational as of
August 1, 1998,

although there can be no assurance in this regard.



Sales and Marketing



The Company has developed and put in place a marketing program
utilizing trade news coverage, cooperative advertising, public
relations, point-of-purchase promotion (e.g. menu boards,
posters and other stimuli), trade advertising and promotion and
direct mail campaigns to create visibility for and promote sales
of the Company's nutritional and traditional products.  The
Company is seeking to position its nutritional products as a
premium line, but there can be no assurance that it will be
successful in doing so.  



Competition



The Company faces intense competition.  The conventional cheese
market is a commodity, price-sensitive industry, with numerous
small local, medium-sized regional, and large national
competitors.  The Company competes with many established
national manufacturers of conventional cheese, including Kraft,
Inc., Borden, Inc., Sargento Foods, Inc., Suprema Foods and
Sorrento Cheese Company Inc.  There are also a number of
national dairy cooperatives, including Dairymen's Creamery
Association Inc., Agri-Mark and Mid-American Dairymen Inc.  Many
of these competitors have significantly greater financial and
other resources than the Company.



The principal competition for the Company's nutritional products
group include many of the same major competitors listed above in
the conventional cheese industry, in addition to Sargento Foods,
Inc., Alpine Lace Brands, Inc. and Stella Foods, Inc.



The Company's nutritional products are positioned as premium
products and are generally higher in price than certain similar
competitive products.  The Company believes that the principal
competitive factors in the marketing of cheese products are
quality, customer service, price and brand recognition.  While
the Company believes that its products compete favorably with
respect to these factors and believes that its anticipated
increased sales and marketing efforts will result in greater
product recognition and market penetration for its existing and
new products, there can be no assurance that the Company will be
able to compete successfully, particularly with respect to its
new products and its entry into new markets.



Trademarks and Patents



The Company owns the trademarks Lucille FarmsTM , Monte CarloTM,
Mozzi-RITETM, Real Italian Taste Experiencer, and Tasty-Lite
CheeseTM for its products.  The Company owns a registered
trademark for Real Italian Taste Experiencer.  In addition, the
Company is currently pursuing trademark protection for a number
of other potential names for existing and planned new products. 
The Company believes these trademarks are an important means of
establishing consumer recognition for the Company and its
products.  However there can be no assurance as to the degree
that these trademarks offer protection to the Company, or that
the Company will have the financial resources to engage in
litigation against any infringement of its trademarks, or as to
the outcome of any litigation if commenced.

Although the Company believes its formulas, processes and
technology for its nutritional products are proprietary, the
Company has not sought and does not intend to seek patent
protection for such technology.  In not seeking patent
protection, the Company is instead relying on the complexity of
its technology, trade secrecy laws and employee confidentiality
agreements.  However, there can be no assurance that other
companies will not acquire information which the Company
considers to be proprietary or will not independently develop
equivalent or superior products or technology and obtain patents
or similar rights with respect thereto.  Although the Company
believes that its technology has been independently developed
and does not infringe upon the patents of others, certain
components of the Company's manufacturing processes could
infringe existing or future patents, in which event the Company
may be required to modify its processes or obtain a license.  No
assurance can be given that the Company will be able to do so in
a timely manner or upon acceptable terms and conditions, and the
failure to do either of the forgoing could have a material
adverse effect on the Company.



Government Regulation



The dairy industry is subject to extensive federal, state and
local government regulation, including the Food and Drug
Administration ("FDA"), the United States Department of
Agriculture, the State of Vermont Department of Agriculture and
the Vermont Environmental Protection Agency, regarding the
quality, purity, manufacturing, marketing, advertising, labeling
and distribution of food products.  The Company's plant is
subject to regulation and inspection by these agencies and
failure to comply with one or more regulatory requirements can
result in fines and sanctions including the closing of all or a
portion of the facility until the manufacturer is able to bring
its operations or products into compliance.



Food products are also subject to "standard of identity"
requirements mandated by both federal and state agencies to
determine the permissible qualitative and quantitative
ingredient content of foods.  The Company believes that all its
products meet the applicable FDA standards of identity and that
the various products it labels as "no-cholesterol",
"low-sodium", "low saturated fat", "fat free", "reduced calorie"
and "source of calcium" meet the applicable FDA standards of
identity for such designations.



The Company's manufacturing plant is believed to be operating in
compliance with all regulations, and has all the necessary
licenses, permits and approvals required to operate.  The
Company currently operates a facility for the purpose of
pre-treating the waste water generated from the Company's
manufacturing facility.  The Company entered into an Agreement
with the State of Vermont, to make significant improvements in
its waste water facility.  The improvements have been completed
and the Company believes the facility is in compliance with all
regulatory requirements.



Employees



The Company and its wholly-owned manufacturing subsidiary
currently employ 72 full-time employees, five of which are
executive officers of the Company.  Of such employees, seven are
in executive and administrative positions, 60 are in production
and distribution, and five are in clerical positions.  Of such
employees, 65 are located at the Swanton, Vermont facility and
seven are located at the Company's executive offices in
Montville, New Jersey.



ITEM 2.	PROPERTIES



The Company's Swanton, Vermont manufacturing plant was
constructed in 1975 in conjunction with the Target Area
Development Corporation (a non-affiliated industrial development
agency), which was to retain title to the plant during a fixed
lease period expiring on December 31, 1999.  Under such lease,
the Company was obligated by Target Area Development Corporation
to finance the cost of constructing the plant.  On July 5, 1994
the Company exercised its right to purchase the premises for
$1.00 plus the unamortized balance of said loans.  A majority of
the machinery and equipment located at the plant is also
included under the above arrangement.  The Swanton facility is
one floor consisting of approximately 40,000 square feet.



The Company currently operates a facility for the purpose of
pre-treating the waste water generated from the Company's
manufacturing facility.  The Company entered into an Agreement
with the State of Vermont to make significant improvements in
the waste water facility.  The improvements have been completed
and the Company believes the facility is in compliance with all
regulatory requirements.



The Company's executive offices, consisting of approximately
1,900 square feet, are located in Montville, New Jersey. 
Approximately 1,000 square feet of such premises are leased from
Messrs. Philip, Gennaro and Alfonso Falivene, officers,
directors, and principal stockholders of the Company, all of
whom own the office condominium unit.  The Company currently
pays Messrs. Falivene $1,200 per month rent for such premises,
which is the fair market value for such space, pursuant to a
four-year lease which expired on March 31, 1997.  These premises
are currently being leased on a month-to-month basis at $1,200
per month.  The remainder of the Company's premises is occupied
pursuant to a month-to-month sublease from Messrs. Philip,
Gennaro and Alfonso Falivene pursuant to which the Company pays
$750 per month rent.



ITEM 3.	LEGAL PROCEEDINGS





	The Company is not a party to any material legal proceeding.



ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



NOT APPLICABLE<PAGE>
PART II



ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED

		STOCKHOLDER MATTERS



The Company's Common Stock has been traded on the National
Association of Securities Dealers Automated Quotation System
("NASDAQ") under the symbol "LUCY".  The following table sets
forth the high and low bid quotations reported on NASDAQ for the
Company's Common Stock for the periods indicated.



								High			Low



Year Ended March 31, 1998:



First Quarter						2-7/8			1	

Second Quarter						2			1-1/8

Third Quarter						1-7/8			1-1/4

Fourth Quarter						1-11/16		1-1/4	



Year Ended March 31, 1997:





First Quarter						4-3/4			3-7/8

Second Quarter						4-1/2			4

Third Quarter						4			3-3/4

Fourth Quarter						3-3/4			2-1/4



The above quotations represent prices between dealers, do not
include retail mark-ups, markdowns or commissions and do not
necessarily reflect actual transactions.



As of June 26, 1998 there were approximately 95 holders of
record of Common Stock.  Since many shares are registered in
street name, the number of beneficial owners is considerably
higher.



The Company has never paid cash dividends on its Common Stock. 
Payment of dividends, if any, will be within the discretion of
the Company's Board of Directors and will depend, among other
factors, on earnings, capital requirements and the operating and
financial condition of the Company.  At the present time, the
Company's anticipated capital requirements are such that it
intends to follow a policy of retaining earnings, if any, in
order to finance its business.

<PAGE>
ITEM 6.	SELECTED FINANCIAL DATA



The following tables summarize certain financial data which
should be read in conjunction with the report of the Company's
independent auditors and the more detailed financial statements
and the notes thereto which appear elsewhere herein.



Statement of Operations Data (in thousands, except share and per
share data) 

								

								  	Year Ended March 31  	 	 	 	 

	1998  	1997  	1996  	1995  	1994  

Net Sales . . . . . . . .   	$36,175 	$43,890 	$41,708 	$35,159
	$32,131 

Net income (loss) . . . .  	(2,138) 	 (935) 	773 	(997) 	(178) 

Net income (loss) per share . . . . . . . . .  . 	 (.71) 	 (.31)
	 .25 	 (.33) 	 (.08) 

Weighted average common and common equivalent shares
outstanding. . . .  	  3,002,500   	  3,005,513  	  3,052,500 	 
3,052,500 	  2,138,438 











Balance Sheet Data (in thousands)



 	                March 31,                    	 	 	 	 

	1998  	1997  	1996  	1995  	1994  

Total assets . . . . . .  	$11,656 	$13,330 	$12,773 	$11,109
	$10,474 

Long-term debt and  capital lease  obligations . . . . . . .  	 
4,832 	  2,150 	  1,902 	  1,880 	  630 

Total liabilities . . . .  	9,645 	9,181 	7,564 	6,673 	5,041 

Working capital . . . . . 	1,282   	713    	2,345  	1,842 
	3,318  

Stockholders' equity . .   	2,011 	4,149 	5,209 	4,436 	5,433 











	

		

		

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

		CONDITION AND RESULTS OF OPERATIONS



	Results of Operations



General



	The Company's conventional cheese products, which account for
substantially all of the Company's  sales, are commodity items. 
The Company prices its conventional cheese products
competitively with others in the industry, which pricing, since
May 1997,  is referenced to the Chicago Mercantile Exchange (and
was formerly referenced to the Wisconsin Block Cheddar Market). 
The price the Company pays for fluid milk, a significant
component of cost of goods sold, is not determined until the
month after its cheese has been sold.  While the Company
generally can anticipate a change in the price of milk, it
cannot anticipate the extent thereof.  By virtue of the pricing
structure for its cheese and the competitive nature of the
marketplace, the Company cannot always pass along to the
customer the changes in the cost of milk in the price of its
conventional cheese.  As a consequence thereof, the Company's
gross profit margin for such cheese is subject to fluctuation,
which fluctuation, however slight, can have a significant effect
on profitability.  The Company is unable to predict any future
increase or decrease in the prices in the Chicago Mercantile
Exchange as such markets are subject to fluctuation based on
factors and commodity markets outside of the control of the
Company.  Although the cost of fluid milk does tend to move
correspondingly with the Chicago Mercantile Exchange, the extent
of such movement and the timing thereof is also not predictable
as it is subject to government control and support. 

As a result of these factors, the company is unable to predict
pricing trends.



Year ended March 31, 1998 compared to the year ended March 31,
1997



Sales for the year ended March 31, 1998 decreased to $36,175,000
from $43,890,000 for the comparable period in 1997, a decrease
of  $7,715,000 (or 17.6%).  Approximately $4,400,000 (or 57.0%)
of such amount was due to a decrease in the number of pounds of
cheese sold and approximately $3,315,000 (or 43.0%) of such
decrease was due to a decrease in the average selling price for
cheese.  The volume decrease was due to intense competition in
the commodity markets and excess availability of cheese in the
period. The Company anticipates volume increases and increased
demand in the months ahead, although there can be no assurance
in this regard. The decrease in average selling price was the
result of lower block cheddar market prices coupled with intense
pricing competition in the marketplace resulting in a lower
selling price per pound of cheese.



Cost of sales and gross profit margin for the year ended March
31, 1998 were $35,627,000 (or 98.5% of sales) and $548,000 (or
1.5% of sales), respectively, compared to a cost of sales and
gross profit margin of $42,181,000 (or 96.1% of sales) and
$1,709,000 (or 3.9% of sales), respectively, for the comparable
period in 1997.  The increase in cost of sales and corresponding
decrease in gross profit margin for 1998 as a percentage of
sales is primarily due to an increase in the Company's cost of
raw materials as a percentage of selling price.  In addition,
the allocation of labor and overhead costs to fewer units of
production resulted in a slightly higher cost per pound and
lower margins.











Selling, general and administrative expenses for the year ended
March 31, 1998 amounted to $2,260,000 (or 6.2% of sales)
compared to $2,301,000 (or 5.2% of sales) for the comparable
period in 1997, a decrease of $41,000 (or 1.8%).  



Interest expense for the year ended March 31, 1998 amounted to
$481,000 compared to $392,000 for the year ended March 31, 1997
an increase of $89,000.  This increase is the result of
increased borrowings due to the addition of new plant production
equipment and higher revolving credit line usage in the year.



The provision for income tax for the year ended March 31, 1998
of $1,000 and March 31, 1997 of $10,000 reflect minimum state
taxes with the tax benefits of operating losses being offset by
the effect of increasing the valuation allowance by $754,000 in
1998 and increasing the valuation allowance by $302,000 in 1997
 .  Such amounts are re-evaluated each year based on the results
of the operations.



The Company's net loss of $2,138,000 for the year ended March
31, 1998 represents a increased loss of $1,203,000 from the net
loss of $935,000 for the comparable period in 1997.  The primary
factors contributing to these changes are discussed above.



With respect to its gross profit margin, the Company has met
with certain of its suppliers to address the pricing of fluid
milk and the pricing formula considerations required to improve
the Company's gross margins.  As a result some significant
considerations have been obtained effective in the first quarter
of fiscal 1999.  Furthermore, the selling price for the
Company's nutritional line of cheeses is less dependent on the
Block Cheddar Market, which dictates the Company's commodity
cheese prices.  With respect to its nutritional line of cheeses,
the Company is continuing its efforts to increase sales of such
products.  To date sales of the nutritional cheeses have not
been significant.  The Company has now positioned itself to
co-pack private label retail products.  However, there can be no
assurances as to whether such sales can be achieved or
maintained.  In addition, the Company has continued to upgrade
its equipment to enable it to reduce costs and add product lines
with greater margins.



Year ended March 31, 1997 compared to year ended March 31, 1996



	Sales for the year ended March 31, 1997 increased to
$43,890,000 from $41,708,000 for the comparable period in 1996,
an increase of $2,182,000 (or 5.2%).  Approximately $2,764,000
(or 126.7%) of such increase was due to an increase in the
average selling price for cheese.  This was offset in part by a
decrease in the number of pounds of cheese sold resulting in a
decrease in sales of $582,000 (or 26.7%).  The volume decrease
was due to intense price competition in the commodity markets
and excess availability of cheese in the last half of the fiscal
year.  The increase in average selling price was the result of
extremely favorable Block Cheddar Market prices during the first
half of the fiscal year, followed by, in the last half of the
year, what the Company believes was a record decline in the
Block Cheddar Market causing a decrease in unit pricing which
resulted in a significant decrease in the unit selling price of
cheese and the resulting loss of margins.







	Cost of sales and gross profit margin for the year ended March
31, 1997 were $42,181,000 (or 96.1% sales) and $1,709,000 (or
3.9% of sales), respectively, compared to a cost of sales and
gross profit margin of $38,201,000 (or 91.6% of sales) and
$3,507,000 (or 8.4% of sales), respectively, for the comparable
period in 1996.  The increase in cost of sales and corresponding
decrease in gross profit margin for 1997 as a percentage of
sales is primarily due to an increase in the Company's cost of
raw materials as a percentage of selling price.   Labor and
overhead remained relatively constant during the period.  The
majority of the increase in the cost of sales and decrease in
gross profit margin occurred in the quarters ended December 31,
1996 and March 31, 1997 where cost of sales and gross profit
margin, as a percentage of sales, was 99.2% and .8% and 100.3%
and (.3)%, respectively.



	Selling, general and administrative expenses for the year ended 

March 31, 1997 amounted to $2,301,000 (or 5.2% of sales)
compared to $2,454,000 (or 5.9% of sales) for the comparable
period in 1996, a decrease 

of $153,000 (or 6.2%).  The decrease of selling, general and
administrative expenses as a percentage of sales was due to cost
containment efforts by the Company.



	Interest expense for the year ended March 31, 1997 amounted to
$392,000 compared to $353,000 for the year ended March 31, 1996
an increase of $39,000.  This increase is the result of
increased borrowings due to the addition of new plant production
equipment and higher revolving credit line usage in the year.



	The  provision for income tax for the year ended March 31, 1997
of $10,000 and March 31, 1996 of $3,000 reflect the effect of
increasing the valuation allowance by $302,000 in 1997 and
reducing the valuation allowance by $295,000 in 1996 based upon
the expected use of net operating loss carryforwards.  Such
amounts are re-evaluated each year based on the results of
operations.



	The Company's net loss of $935,000 for the year ended March 31,
1997 represents a decrease of $1,708,000 from the net income of
$773,000 for the comparable period in 1996.  The primary factors
contributing to these changes are discussed above.











































Liquidity and Capital Resources



	At March 31, 1998 the Company had working capital of $1,282,000
as compared to working capital of $713,000 at March 31, 1997.
This increase is due to the extension of the Company's revolving
credit line from September 30, 1997 to May 1999 and its
consequent reclassification as a non-current liability.  The
Company's revolving bank line of credit is available for the
Company's working capital requirements. 



At March 31, 1998, $2,947,000 was outstanding under such
revolving line of credit and no funds were available for
additional borrowing at that time (based on the inventory and
receivable formula).  Advances under this facility are limited
to 50% of inventory and 80% of receivables.  The rate of
interest on amounts borrowed against the revolving credit
facility is prime plus 1%.  A .25% annual unused line fee is
also charged on this facility.  The agreement contains various
restrictive convenants the most significant of which relates to
limitations on capital expenditures ($1,000,000 annually outside
of those financed with the lender under its term loan facility).
 This loan is cross collateralized with other loans from the
lender and secured by substantially all of the Company's assets,
including accounts receivable, inventory and equipment.  The
Company intends to continue to utilize this line of credit as
needed for operations.



	On June 17, 1994 the Company entered into an agreement with
Chittenden Bank for a $2,000,000 five year term loan which
requires monthly principal and interest payments based upon a
ten year amortization, except that interest payments only were
required to be made through December 1994.  Interest was at the
prime lending rate plus 1.25%.  A major portion of the proceeds
of the loan was used to complete the renovation of the Company's
waste treatment facility in Vermont.  The balance was used to
refinance certain of its existing loans.  The interest rate on
this facility was reduced to prime plus 1% in June, 1996.



	In June, 1996 Chittenden Bank entered into a agreement with the
Company to provide an additional term loan of up to $1,000,000
for the financing of equipment and capital improvements. 
Interest is at the prime lending rate plus 1%.  At March 31,
1997, $174,000 was outstanding and $826,000 is available for
future capital acquisitions through September, 1998.



	As of July 8, 1998, the revolving credit loan and the other
loans with the bank were modified due to the Company's 1998
losses.  The modifications among other things includes the
reduction of the revolving credit line to $4,250,000, the
reduction of the capital expenditure line to $924,000, the
interest rates on all loans with the bank will increase to prime
plus 1.5% effective September 1, 1998 and increase .25% the
first of every month thereafter until the interest rate reaches
prime plus 2.50%.  The Company does not believe that this will
have a material effect on the operations of the Company.











	During the year ended March 31, 1996 the Company entered into
an agreement pursuant to which a supplier agreed to provide an
equipment loan to be converted to a term note in the amount of
$500,000 upon completion of additional borrowings.  The $500,000
loan, secured by equipment, was fully funded and beginning
November 1, 1996, 84 monthly payments including interest at 6%
commenced.



	The Company's major source of external working capital
financing has been and is currently the revolving line of
credit.  For the foreseeable future the Company believes that
its current working capital and its existing lines of credit
will continue to represent the Company's major source of working
capital financing besides income generated from operations.



	For the year ended March 31, 1998 cash provided by operating
activities was $91,000.  In addition to the loss from
operations, decreases in other assets of $7,000 used cash. 
Decreases in accounts receivable of $145,000 and prepaid
expenses of $35,000 provided cash.  Cash was also provided by
increases in accounts payable of $837,000, a decrease in
inventories of $809,000 and an increase in accrued expenses of
$5,000. 



	Net cash used by investing activities was $360,000 for the year
ended March 31, 1998 which represented purchases of property,
plant and equipment of $395,000 reduced by loan proceeds and
deposit reductions amounting to $16,000 and proceeds from sale
of equipment amounting to $19,000.



	Net cash used by financing activities was $416,000 for the year
ended March 31, 1998.  Repayments of the revolving credit loan
of $193,000 used cash. Repayments of long-term debt obligations
in the amount of $239,000 also utilized cash while proceeds from
note repayments of $16,000 provided cash in the period.



	The Company estimates that based upon its current plans, its
resources, including revenues from operations and utilization of
its existing credit lines, will be sufficient to meet its
anticipated needs for at least 12 months.



<PAGE>





ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Follow on next page<PAGE>

Shareholders

Lucille Farms, Inc.

and Subsidiaries



Independent Auditors' Report





	We have audited the accompanying consolidated balance sheet of
Lucille Farms, Inc. and Subsidiaries as at March 31, 1998 and
1997 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended March
31, 1998, 1997 and 1996.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.



	We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by  management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.



	In our opinion, the aforementioned consolidated financial
statements present fairly, in all material respects, the
financial position of Lucille Farms, Inc. and Subsidiaries as at
March 31, 1998 and 1997, and the results of their operations and
their cash flows for the years ended March 31, 1998, 1997 and
1996 in conformity with generally accepted accounting principles.







						     /s/ Citrin Cooperman & Company, LLP	

					          CITRIN COOPERMAN & COMPANY, LLP

					



New York, New York

May 30, 1998, except

for the last paragraph

of Note 6, as to which 

the date is July 8, 1998

























F-1

				LUCILLE FARMS, INC. AND SUBSIDIARIES								CONSOLIDATED
BALANCE SHEET										AS AT MARCH 31,



					ASSETS			1998		    1997

Current Assets:



   Cash and cash equivalents			 	    $737,000	$1,422,000

   Accounts receivable, net of allowances 	   2,833,000	
2,999,000 

   of $78,000 in 1998 and $57,000 in 1997

   Inventories						   1,895,000	 2,704,000

   Deferred income taxes					45,000	    37,000

   Prepaid expenses and other current assets	      69,000     _ 
 104,000

    

	Total Current Assets				   5,579,000     __7,266,000        

Property, Plant and Equipment, Net			   5,314,000     _ 5,322,000



Other Assets:

   Due from officers					     169,000	   176,000

   Deferred income taxes				     471,000	   441,000

   Deposits on equipment				       -- 		     9,000

   Other							     123,000     _   116,000

      Total Other Assets				     763,000     _   742,000

      TOTAL ASSETS					 $11,656,000     $13,330,000



			LIABILITIES AND STOCKHOLDERS' EQUITY



Current Liabilities:					

   Accounts payable					  $3,791,000	$2,954,000

   Revolving credit loan				  	--		 3,140,000

   Current portion of long-term debt		     282,000	   240,000

   Accrued expenses		   			     224,000	   219,000

      Total Current Liabilities			   4,297,000	 6,553,000

Long-Term Liabilities:

   Long-term debt						   1,885,000	 2,150,000

   Revolving credit loan				   2,947,000	     --

   Deferred income taxes				     516,000	   478,000

      Total Long-Term Liabilities			   5,348,000	 2,628,000

      TOTAL LIABILITIES					   9,645,000	 9,181,000

Stockholders' Equity:

   Common stock - $0.001 par value,10,000,000

     shares authorized, 3,052,500 shares in

     1998 and in 1997 issued 					 3,000	     3,000

   Additional paid-in capital			 	   4,512,000	 4,512,000

   Retained (deficit) earnings		 	  (2,379,000)	  (241,000)

								   2,136,000	 4,274,000

   Less:  50,000 shares treasury stock 

   at cost						          (125,000)	  (125,000)

      Total Stockholders' Equity			   2,011,000 	 4,149,000  

      TOTAL LIABILITIES AND  

      STOCKHOLDERS' EQUITY				 $11,656,000     $13,330,000  

								

See accompanying notes to consolidated financial statements.



F-2



LUCILLE FARMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEARS ENDED MARCH 31,





						    1998	      1997	          1996



Sales			 	    		$36,175,000    $43,890,000	$41,708,000



Cost of Sales				 35,627,000     42,181,000 	 38,201,000



Gross Profit				 __ 548,000      1,709,000 	  3,507,000



Other Expense (Income):	

  Selling				        1,624,000	     1,648,000	  1,810,000



  General and administration	          636,000	       653,000	  
 644,000



  Gain on Sale of Equipment		    (10,000)	   --			--



  Interest Income	    			    (46,000)       (59,000)	    (76,000)



  Interest Expense			 __ 481,000     ___392,000 	    353,000  



Total Other Expense (Income)	       _2,685,000      2,634,000 	 
2,731,000  

 

(Loss) Income before income taxes	 (2,137,000)      (925,000)	  
 776,000



(Provision) for income taxes  	 __  (1,000)    __ (10,000)      
 (3,000)



Net (Loss) Income				$(2,138,000)     $(935,000)	   $773,000 



Net (Loss) Income per share		      $(.71)         $(.31)	      
$.25 



Weighted average shares

outstanding used to compute

Net (Loss) Income per share		  3,002,500      3,005,513 	 
3,052,500 





















		See accompanying notes to consolidated financial statements











F-3



LUCILLE FARMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996





		    Common Stock  Additional   Retained Treasury Stock

		   	          	 Paid In     Earnings

		 Shares  Amount   Capital     (Deficit) Shares Amount    Total



Balance

March 31,

1995	     3,052,500 $3,000 $4,512,000    $(79,000)        $     
   $4,436,000



Net Income _________ ______ __________    _773,000  ______
_______      773,000



Balance

March 31,

1996	     3,052,500  3,000  4,512,000     694,000		         
5,209,000



Net loss					      (935,000)                    (935,000)



Purchase of

50,000 shares

of treasury

stock	      ________ _______ _________   _________  50,000
(125,000)  (125,000)



Balance 

March 31, 

1997	     3,052,500  3,000  4,512,000    (241,000) 50,000
(125,000) 4,149,000



Net Loss   _________  ______ _________  (2,138,000) ______
________  2,138,000)



Balance

March 31, 

1998	     3,052,500 $3,000 $4,512,000 $(2,379,000)
50,000$(125,000)$2,011,000

























		See accompanying notes to consolidated financial statements



						







						F-4



LUCILLE FARMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31,

							  1998	   1997	    1996

Cash Flows from Operating Activities:

 Net (loss) income			     $(2,138,000)	 $(935,000)    $773,000

Adjustments to reconcile net (loss)

income to net cash (used by) provided

by operating activities:

 Depreciation and amortization		   394,000     338,000     
290,000

 Provision for doubtful accounts		    21,000      22,000     
(30,000)

 Gain on sale of equipment			   (10,000)



(Increase) decrease in assets:

  Accounts receivable				   145,000   1,088,000   (1,212,000)

  Inventories		                     809,000  (1,155,000)    
105,000

  Prepaid expenses and other 

  current assets					    35,000      43,000       17,000

  Other Assets					    (7,000)    (53,000)      (8,000)

Increase (decrease) in liabilities:

  Accounts payable				   837,000    (331,000)     536,000

  Accrued expenses				     5,000     (74,000)      54,000 

Net cash provided by (used by)

operating activities				    91,000  (1,057,000)     525,000 



Cash Flow From Investing Activities:

 Investment in U.S. Treasury Bills			     			    474,000

 Proceeds from repayment of officers' loans    7,000	    19,000 
   

 Proceeds from sale of equipment		    19,000				  

 Purchase of property, plant and 

 equipment					  	  (395,000) (1,295,000)    (390,000)

 Deposits on equipment			           9,000     171,000    
(180,000)

Net cash (used by) Investing Activities     (360,000)
(1,105,000)     (96,000)



Cash Flow From Financing Activities:

 (Repayments of) proceeds from revolving

  credit loan-net					  (193,000)  1,751,000	    307,000

  Proceeds from long-term debt and notes      16,000     456,000
     249,000

  Principal payments of long-term debt

  and notes					  	  (239,000)   (195,000)    (238,000)

  Purchase of treasury stock			  _________	  (125,000)  
_________

  Net cash (used by) provided by

  financing activities				  (416,000)  1,887,000      318,000

Net (decrease) increase in cash	        (685,000)   (275,000)   
 747,000

Cash and Cash Equivalents Beginning	       1,422,000   1,697,000
     950,000

Cash and Cash Equivalents Ending           $ 737,000  $1,422,000
  $1,697,000	



SUPPLEMENTAL DISCLOSURES OF

CASH FLOWS INFORMATION:

 Cash paid during the period for:

 Interest						  $478,000    $356,000     $351,000

 Income Taxes					     2,000      10,000        2,000

		

	See accompanying notes to consolidated financial statements

	

						F-5





LUCILLE FARMS, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS







NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Business Activity

Lucille Farms, Inc. and Subsidiaries ("the Company") is engaged
in the manufacture and marketing of a variety of cheese products
which are sold primarily to retailers through independent
distributors.



Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting periods.  Actual results could differ from
those estimates.



Basis of Presentation

The consolidated financial statements include the accounts of
Lucille Farms, Inc. and its wholly-owned subsidiaries.  All
significant intercompany balances and transactions have been
eliminated.





Statement of Cash Flows

For purposes of the consolidated statement of cash flows, the
Company considers temporary investments with a maturity of three
months or less to be cash equivalents.



Inventories

Inventories are stated at the lower of cost or market determined
on a first-in, first out method of accounting.



Property, Plant and Equipment

Property, plant and equipment are stated at cost.  Depreciation
and amortization is being provided on a straight-line basis over
the estimated useful lives of the asset as follows:

		Plant			35 years

		Equipment		3-10 years

























F-6





Income Taxes

The Company provides for deferred income taxes resulting from
temporary differences in reporting certain income and expense
items (principally depreciation) for income tax and financial
reporting purposes.  Income tax benefits from operating loss and
investment tax credit carryforwards are recognized to the extent
available less a valuation allowance if it is more likely than
not that some portion of the deferred tax asset will not be
realized.



Earnings per Share

During the year the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share." This
statement establishes standards for computing and presenting
basic and diluted earnings per share.  Basic earnings per share
is computed by dividing net earnings available to common
shareholders by the weighted average common shares outstanding
for the period.  Diluted earnings per share is computed by
dividing net earnings available to common shareholders by the
weighted average common shares outstanding adjusted for the
dulutive effect of options granted under the Company's stock
option plans.  Prior periods were not restated for this new
statement since the options were antidilutive.



Impairment of Long-Lived Assets and Long Lived Assets to be
Disposed of

The Company adopted the provisions of  Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed of," as of April
1, 1996.  The Statement requires that long-lived assets and
certain identifiable intangibles be reviewed for impairments
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  Adoption of
this Statement did not have an impact on the Company's financial
position or results of operations.



Accounting for Stock-Based Compensation 

Effective April 1, 1996, the Company adopted the fair value
disclosure requirement of SFAS No. 123, "Accounting for
Stock-Based Compensation."  As permitted by SFAS No. 123, the
Company did not change the method of accounting for its employee
stock compensation plans.  See Note 14 for the fair value
disclosures required under SFAS No. 123.



NOTE 2  ACCOUNTS RECEIVABLE



The Company has entered into a revolving credit facility with a
bank whereby it has pledged all of  its accounts receivable as
collateral (Note 6).

























						F-7





NOTE 3  INVENTORIES



Inventories consist of the following:

						March 31, 1998	March 31, 1997



	Finished goods			  $1,236,000	  $1,564,000

	Raw materials			     312,000  	     763,000

	Supplies and packaging		     347,000	     377,000

						  $1,895,000	  $2,704,000

	

Inventories are pledged as collateral under a revolving credit
facility with a bank (Note 6).



NOTE 4  PROPERTY, PLANT AND EQUIPMENT



Property, plant and equipment consists of the following:



						March 31, 1998	March 31, 1997

	Land					     $25,000	     $25,000

	Plant			   		   3,867,000	   3,859,000

	Equipment		 		   5,799,000	   5,564,000

	Construction in progress	      77,000        __________        
       

			 			   9,768,000	   9,448,000

	Less:  accumulated depreciation

	and amortization			   4,454,000	   4,126,000	

						  $5,314,000        $5,322,000	



Included in property, plant and equipment is capitalized
interest of $74,000 and $67,000 at March 31, 1997 and 1996,
respectively.  Interest capitalized was $7,000 for the year
ended March 31, 1997.

  



Construction in Progress



In February 1998 the Company entered into an agreement with a
user of processed whey to construct a roller drying facility to
process its whey.  The agreement provides for the construction
of a building and the purchase of equipment by the Company.  The
estimated cost is expected to be $1,000,000.  The user has
agreed to provide certain equipment and technology to be used at
the facility and to purchase all of  the whey produced.



NOTE 5  DUE FROM OFFICERS



Amounts due from officers reflect advances and loans which
effective June 1, 1992 are represented by promissory notes
bearing interest at 9% per annum.  Interest is payable beginning
on June 1, 1994 and annually thereafter, with the principal due
on June 1, 2000.  $14,000, $15,000 and $18,000 was included in
operations as interest income for the years ended March 31,
1998, 1997 and 1996, respectively.







F-8









NOTE 6 REVOLVING CREDIT LOAN



The Company has available a $5,000,000 revolving credit facility
at March 31, 1998.  The rate of interest on amounts borrowed
against the revolving credit facility is based upon the New York
prime rate plus 1% in 1998 and 1997 (9.5% at March 31, 1998 and
1997).  The facility, which was to expire on September 1, 1997,
was renewed until May 30, 1999.  Due to the extension of the
Company's revolving credit line to May 30, 1999, the balance
advanced under the line at March 31, 1998 has been classified as
long-term in the accompanying consolidated balance sheet. 
Advances under this facility are limited to 50% of inventory
(with a cap on inventory borrowings of $1,000,000) and 80% of
receivables as defined in the agreement.  The commitment
contains various restrictive covenants the most significant of
which relates to limitations on capital expenditures ($1,000,000
annually outside of those financed with the lender under its
term loan facility).  In addition, the Company was required to
generate an increase in its dollar amount of net worth annually.
 This covenant was waived by the bank for fiscal year ended
March 31, 1998.



This loan is cross collateralized with other loans from the bank
and is secured by substantially all of the Company's assets.



As of July 8, 1998, the revolving credit loan and the other
loans with the bank (see note 7) were modified due to the
Company's 1998 losses.  The modifications among other things
includes the reduction of the revolving credit line to
$4,250,000, the reduction of the capital expenditure line to
$924,000, the interest rates on all loans with the bank will
increase to prime plus 1.5% effective September 1, 1998 and
increase .25% the first of every month thereafter, until the
interest rate reaches prime plus 2.50%.  The Company does not
believe that this will have a material effect on the operations
of the Company. 









































F-9





Note 7 LONG-TERM DEBT



Long-term debt consists of the following:

									March 31,	  March 31,

									  1998  	    1997    	



Term loan with a bank dated December 1, 1994, secured

by real estate, payable monthly at $26,305 including

interest at 1.25 points over the bank's prime rate 

(1 point in 1997) adjusted periodically through 

December 1, 1999 when the unpaid balance is due.     
$1,549,000	$1,703,000

Equipment loan with a bank dated June 13, 1996 to be

converted to a term loan upon completion of additional

borrowings through September 1998, at which time the

outstanding balance is to be repaid over 60 consecutive

months with interest at prime plus 1%.			   174,000	   174,000

Term loan with an equipment supplier dated 

April 14, 1994 secured by equipment for $56,000

payable monthly at $1,142 including interest at 8.25%

through April 1999.						    15,000	    26,000

Term loan with a supplier in the amount of $500,000

secured by equipment.  Monthly payments at $7,304

including interest at 6% commenced November 1, 1996

for a period of 84 months.					   415,000	   476,000

Insurance premium financing February 3, 1997

for $14,000 payable monthly at $1,624 including 

interest at 10.5%								          11,000

Insurance premium financing February 3, 1998 for 

$16,000 payable monthly at

$1,860 including interest at 11%			          14,000 	   _______

							             2,167,000   2,390,000

Less:  current portion				           __  282,000	   240,000

TOTAL						                  $1,885,000  $2,150,000



As of March 31, 1998 long-term debt matures as follows:



		1999		$282,000

		2000	     1,477,000

		2001		 108,000

		2002		 112,000

		2003		 117,000

		2004	    __  71,000									          	    $2,167,000



Virtually all of the Company's property, plant and equipment are
pledged as collateral for these obligations.



On April 30, 1996 the bank entered into a commitment with the
Company to provide an additional term loan of up to $1,000,000
for the financing of equipment and capital improvements.  At
March 31, 1998, $174,000 was outstanding.



The bank loans are cross collateralized with the revolving
credit loan from the same bank, all of which have been modified
as of June 30, 1998.  See Note 6.

F-10





Note 8  INCOME TAXES



Temporary differences and carryforwards which give rise to
deferred tax assets and liabilities are as follows:



						March 31, 1998	    March 31, 1997



				         Deferred   Deferred Tax    Deferred      Deferred
Tax  			 		  Tax Asset   Liability      Tax Asset     Liability	

Depreciation				      		  $516,000  			    $478,000

Provision for doubtful accounts	   $30,000			   $22,000

Reserve for compensated	             				   

absences				    15,000			    15,000 	

Investment tax credit		      				      

carryforwards				   109,000			   125,000

Operating loss carryforwards	 1,465,000                   665,000

Contribution carryforwards		     2,000     _______         2,000
        _______

					 1,621,000     516,000	   829,000        478,000

Valuation Allowance			(1,105,000)    __           (351,000)     
 ________

      Total Deferred Tax		  $516,000    $516,000  	  $478,000   
   $478,000 

 

The net change in the valuation allowance for the periods
presented were as follows:

						                        March 31

						  	  1998	  1997	    1996	

Valuation allowance increase
(decrease)	$754,000	$302,000	$(295,000)



The provision for income taxes represents the provision for
minimum state taxes, with the tax benefits of loss carryforwards
being offset by increases or decreases in the valuation
allowance.



The provision (benefit) for income taxes is different than the
amount computed using the United States Federal Statutory income
tax rate for the reasons set forth below:



							        March 31,

							1998        1997     1996

Expected tax at U.S. Statutory Rate		(34.0)%	(34.0)%  34.0

State and local income taxes			 (1.3)	  2.5     4.4

Valuation allowance for operating loss

carry forwards not expected to be used

(released).						 35.3        32.6   (38.0)

							  0.0%       1.1%     .4%



Operating loss carryforwards and investment tax credit
carryforwards totaled approximately $3,856,000 and $109,000,
respectively, as of March 31, 1998 and expire on March 31, of
the following years:

			

				Net Operating Loss		Investment Tax Credit

				2010	$823,000		      1999	 $21,000

				2012   913,000		      2000    13,000

				2013 2,120,000		      2001	  75,000

				    $3,856,000		     Total  $109,000





F-11





NOTE 9 LEASE COMMITMENTS



The Company leases automobiles for three of its officers under
lease arrangements classified as operating leases.  The leases
expire in November 1999, May 2000 and June 2000.  Rent expense
was approximately $18,000, $13,000 and $13,000 for the years
ended March 31, 1998, 1997 and 1996, respectively.



Future minimum payments under the leases are approximately
$38,000 as at March 31, 1998.



On December 20, 1994 the Company began leasing waste water
purification equipment under leasing arrangements classified as
an operating lease.  The monthly lease payments are $3,870 for a
period of 60 months.  Leasing expense was $46,000 for the years
ended March 31, 1998, 1997 and 1996.  Future minimum payments
under the lease are approximately $81,000 as at March 31, 1998. 
As per the agreement, the Company has the option to purchase the
equipment for approximately $44,000 at the end of 50 months or
fair market value as determined by independent appraisal at
termination of lease.



NOTE 10 SIGNIFICANT MATTERS



The Company currently operates a facility for the purpose of
pre-treating the waste water generated from the Company's
manufacturing facility.  After being cited by state
environmental authorities for excess discharge of effluents 

(waste by-products), on March 15, 1990, the Company entered into
an Assurance of Discontinuance with the State of Vermont.  The
Company agreed to make certain improvements in the wastewater
facility as a result of the various proceedings with the State
of Vermont.  The improvements were completed in 1995 as required
and the Company believes the facility is now in compliance with
all regulatory requirements.



NOTE 11 RELATED PARTY TRANSACTIONS



The Company leases space for its executive offices at
approximately $1,200 per month from three of its officers under
a lease which expired on March 31, 1997.  Rent expense was
approximately $14,000 for each of the years ended March 31,
1998, 1997 and 1996.  These premises are currently being leased
on a month to month basis at $1,200 per month.



The Company also leases an additional 900 square feet for $750
monthly on a month to month basis.  These premises are owned by
three of its officers.  This space is primarily used for the
Company's marketing operations.  Rent expense was $9,000 for
each of the years ended March 31, 1998, 1997 and 1996.



NOTE 12 STOCKHOLDER'S EQUITY



In May 1993, the Board of Directors of the Company adopted a
resolution authorizing the issue of 250,000 shares of Preferred
Stock, par value $0.001 per share.  Such preferred stock may be
issued in series, the terms of which will be determined by the
Company's Board of Directors without action by stockholders and
may include dividend and liquidation preferences to common
stock, voting rights, redemption and sinking fund provisions and
conversion rights.  No shares have been issued at March 31, 1998.



F-12



NOTE 13 SIGNIFICANT CUSTOMERS



In the year ended March 31, 1998, no customer accounted for more
than 10% of sales.



In the year ended March 31, 1997, one customer accounted for
approximately 

14% of sales.



In the year ended March 31, 1996, one customer accounted for
approximately 

11% of sales.



NOTE 14 OTHER EVENTS



a.	Employment Agreements



	In April 1993, the Company entered into four year employment
agreements 	

	to be effective upon the closing of the public offering with
its three 	

	principal officers and three other newly employed individuals
pursuant to 	which the three officers each shall be paid
salaries of $100,000, 	

	$100,000 and $90,000 per annum, respectively, and the other
three 	

	individuals shall be paid salaries of $110,000, $88,000 and
$85,000 per 	

	annum, respectively.  Such salaries increased each year to the
extent of 	

	any cost-of living increases.  In December 1995 the agreement
with the 	

	individual earning $110,000 was terminated.  Effective April 1,
1997 all 	

	employment agreements expired and the officers continue
employment at the 	salaries applicable in the final year of
their agreements. 



b.	1993 Stock Option Plan



	On April 1, 1993 the Company adopted its 1993 Stock Option
Plan.  An 	

	aggregate of 200,000 shares of Common Stock has been reserved
for 	

	issuance upon exercise of options which may be granted from
time to time 	

	in accordance with the plan.  Options may be granted to
employees, 		including officers, directors, consultants and
advisors.  Options shall 	

	be designated as either Incentive Stock Options or
Non-Incentive Stock 	

	Options being issued at a purchase price of not less than 100%
(110% in 	

	case of optionees	who own more than 10% of the voting power of
all 	

	classes of stock of the Company) of fair market value of the
Common Stock 	on the date the option is granted.  In April 1995,
options to purchase 	

	10,000 shares were granted to each of two employees pursuant to
the stock 	option plan at an exercisable price of $3.625.  The
options shall expire 	

	on April 4, 2000.  In May 1996, options to purchase 50,000
shares were 	

	granted to a newly hired employee pursuant to the stock option
plan at an 	exercisable price of $4.00.  These options will vest
and be exercisable 	

	ratably over a five-year period beginning one year from date of
	

	employment. The options expire upon plan termination, April 1,
2003.  In 		January 1998, options to purchase 25,000 shares were
granted to a 	

	director of the  Company in his capacity as consultant,
pursuant to a 	

	stock option plan at an exercise price of 1.50 per share.  The
options 	

	shall expire on January 2008 and will vest to the extent of
5,000 shares 	

	on date of issue and 5,000 shares on each of the next four
anniversary 	

	dates.

	



F-13









	The per share fair value of stock options granted during the
years ended 

	March 31, 1998, 1997 and 1996 was $1.01, $1.64 and $1.05,
respectively, 	

	on the date of grant using the Black Scholes option-pricing
model with 	

	the following assumptions:

	

					March 31, 1998  March 31, 1997     March 31, 1996

	Expected dividend yield	      -0-%	         -0-%	          -0-%

	Risk free interest rate	      5.6%		   6.5%	 	     6%

	Expected stock volatility    48.1%		  20.1%		    15.2%

	Expected option life	     5 years        7 years		    5 years

	

	The Company applies AFB Opinion No. 25 in accounting for its
Plan, and 	

	accordingly, no compensation costs has been recognized in the
financial 	

	statements for its stock options which have an exercise price
equal to 	

	the fair value of the stock on the date of the grant.  Had the
Company 	

	determined compensation cost based on the fair value at the
grant date 	

	for its stock options under SFAS No. 123, the Company's net
income would 	

	have 	been reduced to the pro forma amounts indicated below:

	

						Years Ended    Years Ended	 Years Ended

						March 31, 1998 March 31, 1997 March 31,1996 

	Net income (loss):

		As reported......		$   (2,138,000)$    (935,000)  $    773,000

		Pro forma........	  	$   (2,160,000)$    (951,000)  $   
752,000

	Net earnings (loss) per share:

		As reported........	$         (.71)$        (.31)	          .25

		Pro forma.......... 	$         (.72)$	      (.32)           .25



	Pro forma net income reflects only options granted during the
years ended 	March 31, 1998, 1997 and 1996.  The full impact of
calculating 	

	compensation cost for stock options under SFAS No. 123 is not
reflected 	

	in the pro forma 	net income amounts presented above because
compensation 	cost is reflected over the options' vesting period.

	

	c.	Purchase of Treasury Stock

	

		In April of 1996 the Company purchased 50,000 share of its
common 	

		stock for cash at a total cost of $125,000 from one of its
former 			officers.





















	

						F-14



	d.	Preferred Share Purchase Rights

	

		On June 2, 1997, the Board of Directors declared a dividend
			distribution of one preferred share purchase right on each 	

		outstanding share of common stock.  The rights will be
exercisable 	

		only if a person or group acquires 20% or more of the
Company's 			common stock or announces a tender offer the
consummation of which 			would result in ownership by a  person
or group of 20% or more of 	

		the common stock.  Each right will entitle stockholders to buy
one 			one-hundredth of a share of a new series of preferred
stock at an 			exercise price of $8.00.  In the event of an
acquisition, merger, 			or other business combination
transaction after a person has 			acquired 20% or more of the
Company's outstanding common stock, 			each right will entitle
its holder to purchase, at the right's 			then-current exercise
price, a number of the acquiring company's 			common shares
having a market value of twice such price.  In 	

		addition, if a person or group acquires 20% or more of
Company's 			outstanding common stock, each right will entitle
its holder (other 		than such person or members of such group)
to purchase, at the 			right's then-current  price, a number of
the Company's common 			shares having a market value of twice
such price.  Following the 			acquisition by a person or group
of beneficial ownership of 20% or 			more of the Company's
common stock and prior to an acquisition of 	

		50% or more of the common stock, the Board of Directors may 	

		exchange the rights (other than rights owned by such person or
			group), in whole or in part, at an exchange ratio of one
				share of common stock (or approximately one one-hundredth of
a 	

		share of the new series of junior participating preferred
stock) 			per right.	Prior to the acquisition by a person or
group of 	

		beneficial ownership 20% or more of the Company's common
stock, the 		rights are redeemable for one tenth of one cent per
right at the 			option of the Board of Directors.



NOTE 15 FAIR VALUE AND CREDIT RISK



	The Company provides credit to customers on an unsecured basis
after 	

	evaluating customer credit worthiness.  Since the Company sells
to a 	

	broad range of customers with a wide geographical dispersion, 	

	concentrations of credit risk are limited.  In addition, the
Company 	

	provides a reserve for bad debts for accounts receivable, which
are 	

	potentially uncollectible.



	The Company maintains cash accounts with several major
financial 	

	institutions.  At March 31, 1998 approximately $469,000 of the 

	Company's cash was in excess of FDIC insured limits.

	

	The Company considers the fair value of all financial
instruments to 

	be not materially different from their carrying value at
year-end.

	

		

		

		

		

		

		

							F-15		

		



ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

		ACCOUNTING AND FINANCIAL DISCLOSURE



NOT APPLICABLE



PART III





ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



	The directors and officers of the Company as of June 26, 1998
are as follows:



Name 	Age 	Present Office or Position 

Philip Falivene 	80 	Chairman of the Board of Directors and
Executive Vice President-Manufacturing 

Gennaro Falivene 	68 	Vice Chairman of the Board of Directors
and Executive Vice President-Quality Control 

Alfonso Falivene 	56 	Director, President and Chief Executive
Officer 

David McCarty 	42 	Vice President-Marketing and Sales 

Stephen M. Katz 	63 	Director, Vice President-Finance and
Administration, Chief Financial Officer and Secretary 

Howard S. Breslow 	58 	Director 

Jay M. Rosengarten 	53 	Director 





Officers serve at the discretion of the Board of Directors and
are elected at the annual meeting of the Board of Directors. 
Directors are elected at the annual meeting of stockholders for
a term of one year.  The Company's Certificate of Incorporation
provides that no director shall be personally liable to the
Company or its stockholders for monetary damages for breach of
fiduciary duty except for: (a) any breach of the duty of
loyalty; (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law;
(c) improper distributions to stockholders or loans to officers
or directors; or (d) any transactions from which a director
derives an improper personal benefit.  The Company currently
maintains insurance to indemnify directors and officers.



Mr. Philip Falivene is a founder of the Company and has been a
director of the Company since inception in 1976.  He served as
President of the Company from the date of its incorporation
until April 1993 when he was appointed Chairman of the Board and
Executive Vice President-Manufacturing.



Mr. Gennaro Falivene is a founder of the Company and has been a
director of the Company since inception in 1976.  He served as
Vice President and Treasurer of the Company from inception until
April 1993 when he was appointed Vice Chairman of the Board and
Executive Vice President-Quality Control.



Mr. Alfonso Falivene is a founder of the Company and has been a
director of the Company since inception in 1976.  He served as
Vice President and Secretary of the Company until April 1993
when he was appointed President and Chief Executive Officer.



Mr. David McCarty has been Vice President-Marketing and Sales of
the Company since April 1993.  From July 1991 to March 1993, Mr.
McCarty was the Vice President of Braff & Company, Inc., a New
York, New York based marketing and public relations firm which
specializes in consumer products, particularly in the food
industry.  Braff & Company, Inc. has represented a broad range
of clients, including The Dannon Company, Kraft General Foods
and The Seagram Beverage Company and has played an integral role
in the start-up, launch and promotion of such products as The
Dove Bar and Micro Magic Foods.  From February 1990 to July
1991, Mr. McCarty was the New York area Manager for Good Humor,
a division of Thomas J. Lipton, where he established a new
distribution network, created a sales promotion program and
aided in reversing a sales decline and increasing sales.  From
August 1986 to February 1990, Mr. McCarty was the Director of
Marketing of Braff & Company, Inc.  From 1982 to 1986, Mr.
McCarty was the Director of Marketing (1985 and 1986) and
National Sales Manager (1982-1985) for Ginseng VP Corp., a "New
Age" beverage corporation.



Mr. Stephen M. Katz has been a director of the Company, its Vice
President-Finance and Administration and Chief Financial Officer
and Secretary since April 1993.  Mr. Katz was a partner in the
certified public accounting firm of Drogin & Katz, a position he
held since 1970.  Drogin & Katz was the Company's accounting
firm from 1973 to March 1993.  Mr. Katz is a certified public
accountant licensed in New York and Florida.  



Mr. Howard S. Breslow has been a director of the Company since
April 1993.  He has been a practicing attorney in New York for
more than 25 years and has been a member of the law firm of
Breslow & Walker, New York, New York for more than 20 years,
which firm is counsel to the Company.  Mr. Breslow currently
serves as a director of Cryomedical Sciences, Inc., a
publicly-held company engaged in the research, development and
sale of products for use in low temperature medicine, Vikonics,
Inc., a publicly-held company engaged in the design and sale of
computer-based security systems, FIND/SVP, Inc., a publicly-held
company engaged in the development and marketing of business
information services, and Excel Technology, Inc., a
publicly-held company engaged in the development and sale of
laser products.



 Mr. Jay Rosengarten was appointed to the Board of Directors
effective February 1, 1998.   Mr. Rosengarten, the former Board
Chairman of Shopwell, Chicago is an internationally recognized
consultant, author and lecturer on Consumer Marketing, Ethnic
Marketing and Business Management.  He has been the keynote
speaker at numerous national trade association meetings and
major corporate events.  Mr. Rosengarten has a J.D., from
Fordham University Law School.  Mr. Rosengarten is a principal
in the Rosengarten Group, a management consulting firm, a
position he has held from 1993 to present.



Philip Falivene and Gennaro Falivene are brothers.  Philip
Falivene is also the father of Alfonso Falivene.  No other
family relationship exists between any director or executive
officer and any other director or executive officer of the
Company.





The Company has agreed, for a five year period terminating
November 1998, if so requested by Royce Investment Group, Inc.,
the underwriter of the Company's initial public offering
("Royce"), to nominate and use its best efforts to elect a
designee of Royce as a director of the Company or, at Royce's
option, as a non-voting advisor to the Company's Board of
Directors (which person may be an affiliate of Royce).  Royce
has not yet exercised its right to designate such a person.



The Company is not aware of any late filings of, or failure to
file, the reports required by Section 16(a) of the Securities
Exchange Act of 1934, as amended. 



ITEM 11.	EXECUTIVE COMPENSATION



The following table sets forth certain information regarding
compensation paid by the Company during each of the Company's
last three fiscal years to the Company's Chief Executive Officer
and to each of the Company's executive officers who received
salary, bonus and other compensation payments in excess of
$100,000 during the year ended March 31, 1998.  None of such
persons owns, or ever has been granted, stock options of the
Company.



SUMMARY COMPENSATION TABLE 	 	 	 	 

		Annual Compensation 	 	 

Name and Principal     Positions     	Fiscal   Year    	 Salary
	 Bonus 	Other Annual  Compensation (1) 

Alfonso Falivene   President and Chief   Executive Officer 
	1998 1997 1996 	$106,000  112,700  103,800 	- - - 	$8,000 
8,000  8,000 

Gennaro Falivene   Executive Vice   President - Quality    
Control  	1998 1997 1996  	 106,000  106,000  100,000  	- - -
	$4,000 - - 





(1)	Represents automobile allowances and/or automobile lease
payments for the benefit of such employee.



	The Company currently does not compensate its directors for
their services in such capacity.



Employment Agreements



Effective April 1, 1998, there are no employment agreements in
effect.



Compensation Committee Interlocks and Insider Participation



During the year ended March 31, 1998, Messrs. Alfonso, Gennaro
and Philip Falivene, and Stephen Katz were each officers of the
Company as well as directors of the Company who participated in
deliberations of the Company's Board of Directors concerning
executive officer compensation.  Reference is made to Item 13
"Certain Relationships and Related Transactions".  







ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

		AND MANAGEMENT.

PRINCIPAL STOCKHOLDERS



	The following table, as of June 26, 1998, sets forth certain
information concerning each stockholder known by the Company to
be the beneficial owner of more than 5% of the Company's
outstanding Common Stock, each director of the Company, the
named executive officers set forth in the table in Item 11, and
all executive officers and directors of the Company as a group. 
Unless expressly indicated otherwise, each stockholder exercises
sole voting and investment power with respect to the shares
beneficially owned.



 Name and Address Beneficial Owner 	Amount and Nature of
Beneficial      Ownership      	 Percent    of  Class 

Philip Falivene Box 125 Swanton, VT  05488 	 219,917 	 7.3% 

Gennaro Falivene Box 125 Swanton, VT  05488 	 327,417 	10.8% 

Alfonso Falivene (1) 150 River Rd., P.O. Box 517 Montville, NJ 
07045 	 464,917 	15.4% 

Stephen Katz (2) 150 River Rd., P.O. Box 517 Montville, NJ 
07045 	  85,750 	 2.8% 

BWM Investments c/o Howard S. Breslow 14 Parkwood Lane Dix
Hills, NY  11746 	 242,249 	 8.0% 

Howard S. Breslow 14 Parkwood Lane Dix Hills, NY  11746 	   
242,249 (3) 	8.0% 

David McCarty 150 River Rd., P.O. Box 517 Montville, NJ  07045 	
 81,250  	2.7% 

Jay M. Rosengarten 150 River Rd., P.O. Box 517 Montville, NJ
07045 	     25,000  (4) 	 .8% 

All officers and directors as a group 	    1,446,500  (4) 
	47.8% 





(1)	Includes for purposes of this table 7,500 shares owned by
Mr. Falivene's wife and 20,000 shares owned by one of his
children.

(2)	Includes for purposes of this table 40,000 shares owned by
Mr. Katz's wife.

(3)	Represents all of the shares owned by BWM Investments, a
partnership of which Howard S. Breslow, a director of the
Company, is a partner.

(4)   Includes 25,000 shares issuable under oustanding options.





 ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



  At March 31, 1998, Messrs. Alfonso Falivene, Philip Falivene
and Gennaro Falivene each was indebted to the Company in the
amount of $46,000, $40,000 and $40,000, respectively.  Such
indebtedness is represented by promissory notes, dated as of
June 1, 1992, the principal amount of which notes are payable in
full on June 1, 2000.  The notes bear interest at the rate of 9%
per annum, which interest is payable annually commencing June 1,
1994.



The Company leases a portion of its Montville, New Jersey
offices from Messrs. Alfonso Falivene, Philip Falivene and
Gennaro Falivene, the joint owners of the office condominium
unit.  During the fiscal years ended March 31, 1996, 1997 and
1998, the Company paid approximately $14,000, $14,000 and
$14,000, respectively, towards the rental of such offices.  The
Company currently pays $1,200 per month rent for such premises
on a month-to-month basis.  The Company also leases an
additional 900 adjacent square feet for $750 monthly on a
month-to-month basis.  These premises are also owned by Messrs.
Alfonso Falivene, Philip Falivene and Gennaro Falivene.  This
space is primarily used for marketing operations.  Rent expense
for this space was $9,000, $9,000 and $9,000, respectively, for
the years ended March 31, 1996, 1997 and 1998.



The Company is the owner and beneficiary of life insurance
policies on the lives of Messrs. Falivene, each in the amount of
$300,000.  In the event of the death of any such insured, the
Company has agreed to utilize the proceeds of such policy to
purchase shares of Common Stock from the deceased's estate at
the market value of such shares on the date of death.



PART IV



ITEM 14.	EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS

		ON FORM 10-K



(a)	The following documents are filed as part of this report:



	1.	Consolidated Financial Statements (included in Part II, Item
8):



		Independent Auditors' Report



		Consolidated Balance Sheet as at March 31, 1998 and March 31,
1997



		Consolidated Statement of Operations for the years ended March
31, 1998, March 31, 1997 and March 31, 1996



		Consolidated Statement of Stockholders' Equity for the years
ended March 31, 1998, March 31, 1997 and March 31, 1996



		Consolidated Statement of Cash Flows for the years ended March
31, 1998, March 31, 1997 and March 31, 1996



		Notes to Consolidated Financial Statements

	2.	Consolidated Financial Statement Schedules (included in Part
II, Item 8)*



	3.	Exhibits included herein:

		See Index to Exhibits for exhibits filed as part of this Form
10-K annual report.

(b)	Reports on Form 8-K

		None

__________________________

*	Financial statement schedules are omitted because they are
either not applicable or not required, or because the
information sought is included in the Consolidated Financial
Statements or the Notes thereto.

INDEX TO EXHIBITS



Exhibit Number 	 	Document 

3.1 	 	Restated Certificate of Incorporation of the Company (1) 

3.2 	 	By-Laws of the Company, as amended (1) 

4.1 	 	Specimen Common Stock Certificate (1) 

4.3 	 	Underwriter's Unit Purchase Warrant (1) 

4.4 	 	Form of Warrant Agreement (1) 

10.1 	 	1993 Stock Option Plan (1) 

10.2 	 	Whey Supply Agreement between Lucille Farm Products,
Inc. (A/K/A Lucille Farms of Vermont,  Inc.) and Vermont Whey
Company, dated February 3, 1994 (2)  3, 1994(2) 

10.3              	 	Loan facility with Chittenden Bank,
including Commitment Letter, dated April 30, 1996, Loan
Agreement, dated June 13, 1996, and Promissory Notes (2) dated
June 13, 1996, relating to short term working capital facility
and capital expenditures line of credit (3) and amendment
thereto dated June 11, 1997 (4)   cre credit (3) and amendment
thereto dated June 11, 1997  

21 	 	List of subsidiaries of the Company (1) 

23            	 	Consent of Citrin Cooperman & Company, LLP     
        

27 		Financial Data Schedule  

_______________________________

(1)	Incorporated by reference to the Company's Registration
Statement on Form 	S-1, File 	No. 33-64868.

(2)	Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1994.

(3)	Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1996.

(4)	Incorporated by reference to the Company's Annual Report on
Form-10K

	for the fiscal year ended March 31, 1997.







SIGNATURES



	PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15 (d) 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.

						LUCILLE FARMS, INC.





						By:___/s/ Alfonso Falivene______

						     Alfonso Falivene, President 

						     (Principal Executive Officer)





						By:___/s/ Stephen Katz___________

						     Stephen Katz, Vice President-				     				    
Finance and Administration 

						     (Principal Financial and Accounting 	

							Officer)

Date:	July 10, 1998



	PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES INDICATED.



Signature						Title				Date





_/s/Philip Falivene__       ____		Director		July 10, 1998

Philip Falivene





 /s/Gennaro Falivene________			Director		July 10, 1998

Gennaro Falivene





 /s/Alfonso Falivene             __		Director		July 10, 1998

Alfonso Falivene





 /s/Stephen M. Katz_     _____		Director		July 10, 1998

Stephen M. Katz





 /s/Howard S. Breslow  ______			Director		July 10, 1998

Howard S. Breslow





 /s/Jay M. Rosengarten  ______		Director		July 10, 1998

Jay M. Rosengarten

<PAGE>
SIGNATURES



	PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15 (d) 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.

						LUCILLE FARMS, INC.





						By:______________________________

						     Alfonso Falivene, President 

						     (Principal Executive Officer)





						By:_______________________________

						     Stephen Katz, Vice President-				     				    
Finance and Administration 

					           (Principal Financial and Accounting 	

							Officer)

Date:	July 10, 1998



	PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES INDICATED.



Signature						Title				Date





_________________________			Director		July 10, 1998

Philip Falivene





_________________________			Director		July 10, 1998

Gennaro Falivene





_________________________			Director		July 10, 1998

Alfonso Falivene





_________________________			Director		July 10, 1998

Stephen M. Katz





_________________________			Director		July 10, 1998

Howard S. Breslow





_________________________			Director		July 10, 1998

Jay M. Rosengarten



























Exhibit 23







CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





	As independent certified public accountants, we hereby consent
to the use of our report dated May 30, 1998, except for the last
paragraph of Note 6, as to which the date is July 8, 1998 on the
consolidated financial statements of Lucille Farms, Inc. and
subsidiaries as at March 31, 1998 and for the year then ended
included in, or incorporated by reference in Registration
Statement

No. 33-64868 on Form S-1 and the related Prospectus.















							/s/ Citrin Cooperman & Company, LLP

							CITRIN COOPERMAN & COMPANY, LLP





July 10, 1998

New York, New York