SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.    20549
   _____________________
[Mark One]     		    FORM 10-K/A

  [x ]	           ANNUAL REPRORT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1999

  [  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITITES 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, NJ 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 $4,928,215 based on the average bid and ask price
as reported by NASDAQ on June 25, 1999.

The number of shares of the Registrant's common stock outstanding as of
June 25, 1999 was:   2,971,342.

Documents Incorporated by Reference
None







                     LUCILLE FARMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31,
					   1999	    1998	    1997
Cash Flows from Operating Activities:
  Net (loss) income		  $   729,000   $(2,138,000)	 $(935,000)
Adjustments to reconcile net (loss)
income to net cash (used by) provided
by operating activities
  Depreciation and amortization	451,000       394,000      338,000
  Provision for doubtful accounts	 54,000        21,000       22,000
  Gain on sale of equipment		     -        (10,000)
(Increase) decrease in assets:
  Accounts receivable		     (839,000)      145,000    1,088,000
  Inventories			110,000       809,000   (1,155,000)
  Prepaid expenses and other
  current assets			(74,000)      35,000        43,000
  Other Assets			(29,000)      (7,000)      (53,000)
Increase (decrease) in liabilities:
  Accounts payable		532,000      837,000      (331,000)
  Accrued expenses		147,000        5,000       (74,000)
Net cash provided by (used by)
operating activities	    1,081,000       91,000    (1,057,000)
Cash Flow From Investing Activities:
  Proceeds from repayment of officers'
  loans    					 30,000        7,000        19,000
  Proceeds from sale of equipment	 19,000
  Purchase of property, plant and
  equipment				   (2,726,000)    (395,000)   (1,295,000)
  Deposits on equipment		                     9,000       171,000
Net cash (used by) Investing
Activities				   (2,696,000)    (360,000)   (1,105,000)
Cash Flow From Financing Activities:
(Repayments of) proceeds from revolving
  credit loan-net			      353,000     (193,000)    1,751,000
Proceeds from long-term debt and
  notes				    4,964,000       16,000       456,000
Principal payments of long-term debt
and notes				   (2,171,000)    (239,000)     (195,000)
Increase in mortgage loan costs    (270,000)
Purchase of stock			      (74,000)                  (125,000)
Net cash (used by) provided by
  financing activities	    2,802,000     (416,000)    1,887,000
Net (decrease) increase in cash   1,187,000     (685,000)     (275,000)
Cash and Cash Equivalents Beginning 737,000    1,422,000     1,697,000
Cash and Cash Equivalents Ending $1,924,000   $  737,000    $1,422,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid during the period for:
Interest				     $554,000     $478,000      $356,000
Income Taxes			        1,000        2,000        10,000
	See accompanying notes to consolidated financial statements
				          F-5
	                      - 2 4-
                                                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:	June 25, 1999
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	    June 25,1999
Philip Falivene


/s/Gennaro Falivene 			     Director	    June 25,1999
Gennaro Falivene


/s/Alfonso Falivene 			     Director	    June 25,1999
Alfonso Falivene


/s/Stephen M. Katz			     Director         June 25,1999
Stephen M. Katz


/s/Howard S Breslow 			     Director	    June 25,1999
Howard S. Breslow


/s/Jay M. Rosengarten 			     Director	    June 25,1999
Jay M. Rosengarten




SIGNATURES
      PURSUANT TO THE REQUIRMENTS 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:   June 25, 1999