SECURITIES AND EXCHANGE COMMISSION
                                    
                        Washington, D.C.   20549
                                    
                                Form 10-Q
                                    
               QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                                    
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                                    
                                    
                                    
    For Quarter Ended November 2, 1996   Commission File No.
1-6914 
                                    
                                    
                                    
                        SUN CITY INDUSTRIES, INC.             
         (Exact name of registrant as specified in its charter)
                                    
                                    
                                    
           Delaware                                         
59-0950777    
(State or other jurisdiction of                          (I.R.S.
Employer  
incorporation or organization)                         
Identification No.)



 5545 N.W. 35 Ave. Fort Lauderdale, FL                            
33309   
(Address of principal executive offices)                        
(Zip Code)



Registrant's telephone number, including area code (954) 730-3333



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_____
PAGE
<PAGE>
FINANCIAL INFORMATION

The consolidated financial statements included herein have been
prepared by the Company, without audit, according to the rules
and
regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in
financial
statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules
and
regulations.  The financial statements reflect, in the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to represent fairly the financial position
and results of operations as of and for the periods indicated. 
The
statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended February 3, 1996.

The results of operations for the nine month period ended
November 2, 1996, are not necessarily indicative of results to be
expected for the entire year ending February 1, 1997.
PAGE
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                SUN CITY INDUSTRIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                 <C>           
  <C>
                                                     November 2,  
 February 3,
ASSETS                                    1996          1996    
CURRENT ASSETS:
Cash and equivalents                    $247,665       $760,885 
Accounts and trade notes receivable,
  less allowance for doubtful accounts
  of approximately $306,000 and $186,000
  in 1996 and 1995, respectively       5,432,231      6,779,193 
Inventories                            2,451,448      2,755,593 
Notes receivable - current portion        15,855         14,816 
Prepaid expenses                         297,714        210,029 

TOTAL CURRENT ASSETS                   8,444,913     10,520,516 

PROPERTY, PLANT AND EQUIPMENT:
Land and improvements                    108,133        108,133 
Buildings and improvements               490,418        438,077 
Machinery and equipment                2,077,847      2,017,272 
                                       2,676,398      2,563,482 

Less accumulated depreciation         (1,289,353)    (1,025,723)
                                       1,387,045      1,537,759 
Properties held for sale                 504,231        596,318 
Long-term notes receivable                93,914        105,930 
Excess of purchase price over fair value
  of net assets acquired               1,803,261      1,615,611 
OTHER ASSETS                             681,461        792,565 
TOTAL                                $12,914,825    $15,168,699 
<S>                                                       <C>     
           <C>
                                     November 2,     February 3,
LIABILITIES AND STOCKHOLDERS' EQUITY     1996           1996    
CURRENT LIABILITIES:
Accounts payable                      $5,020,912     $5,318,812 
Accrued expenses                         375,308        563,584 
Current portion of long-term debt        447,231        496,056 
TOTAL CURRENT LIABILITIES              5,843,451      6,378,452 

DEFERRED COMPENSATION PAYABLE            355,913        337,913 
LONG-TERM DEBT                         6,619,671      8,096,798 
STOCKHOLDERS' EQUITY:
  Common stock, $.10 par value 3,000,000
    shares authorized; 2,276,116 shared
    issued in 1996 and 1995              227,612        227,612 
  Capital in excess of par value       1,041,721      1,070,286 
  Retained earnings                    1,692,017      2,004,838 
                                       2,961,350      3,302,736 
  Less: Treasury stock at cost, 828,214
    and 837,164 shares in 1996 and 1995,
    respectively                      (2,653,560)    (2,682,200)
  Less: Receivable for common stock sold
    to ESOP                             (212,000)      (265,000)
TOTAL STOCKHOLDERS' EQUITY                95,790        355,536 
TOTAL                                $12,914,825    $15,168,699 

<PAGE>
                SUN CITY INDUSTRIES, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF OPERATIONS

<CAPTION>

                                 NINE MONTHS ENDED                
 THREE MONTHS ENDED   
                     November 2,          October 28,             
           November 2,    October 28,
                        1996       1995       1996       1995   
<S>                                 <C>            <C>           
<C>          <C>
Sales                $50,595,997          $66,369,435             
          $16,063,150    $23,916,454 
   
Costs and Expenses

  Cost of goods sold   43,261,570          56,807,314             
           13,918,194     21,038,908 
  Operating expense     3,805,5186,749,491  1,308,957 2,282,699 
  Selling, general and
     administrative expenses      3,118,414 3,486,999   968,334   
            1,387,496 
  Interest expense        655,626  806,372    237,585   265,490 
  Other (income), net      67,690   93,642     59,666   113,167 

Total Cost and Expenses50,908,818          67,943,818             
           16,492,736     25,087,760 


Earnings (Loss) From Operations
  Before Income Taxes   (312,821)          (1,574,383) (429,586)  
           (1,171,306)

Provision For Income Taxes   -      (2,000)        -       -    

Net Earnings (Loss)    $(312 821)         $(1,576,383)$(429,586)  
          $(1,171,306)


Earnings (Loss) Per Common and
   Common Equivalent Share         $  (.21)    $(1.10)   $ (.28)  
               $ (.81)


Earnings (Loss) Per Common Share
   Assuming Full Dilution$  (.21)   $(1.10)    $ (.28)   $ (.81)

PAGE
<PAGE>
                   SUN CITY INDUSTRIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                      NINE MONTHS
ENDED     
       <S>                                               <C>      
     <C>
                                           November 2,    October
28,
CASH FLOWS FROM OPERATING ACTIVITIES:          1996          
1995   
Net earnings                                $(312,821)  
$(1,576,383)
Adjustments To Reconcile Net Earnings
  To Net Cash (Used In) Or Provided By
  Operating Activities:
Depreciation                                  272,937       
518,744 
Amortization of excess of purchase price
  over fair market value of net assets
  acquired                                     64,474        
54,317 
Change in assets and liabilities:
  Decrease (increase) in trade
    accounts receivable                     1,347,062    
(2,182,876)
  Decrease (increase) in inventories          304,145    
(1,206,845)
  (Increase) in prepaid expenses              (87,685)      
(64,579)
  Decrease in investment in joint venture         -         
527,000 
  (Increase) decrease in other assets        (141,020)     
(348,651)

  (Decrease) increase in accounts payable    (297,900)    
3,144,041 
  (Decrease) Increase in accrued expenses    (188,276)      
(19,944)
  (Decrease) increase in income taxes payable     -          
(6,000)
  Increase in deferred compensation payable    18,000        
85,800 
Total Adjustments                           1,291,737       
501,007 
Net Cash Provided By Or (Used In)
  Operating Activities                       $978,916   
$(1,075,376)
Cash Flows From Investing Activities:
  Capital expenditures                        (30,236)      
348,961 
Cash (Used In) Or Provided By
  Investing Activities                        (30,236)      
348,961 
Cash Flows From Financing Activities:
  Principal payments on long-term debt     (1,585,952)   
(1,673,817)
  Proceeds from long-term debt                 60,000     
1,488,739 
  Proceeds from receivable from ESOP           53,000        
53,000 
  Proceeds from exercise of options                75           
-   
  Proceeds from notes receivable               10,977        
11,117 
  Proceeds from subordinated debt                 -         
700,000 
Net Cash (Used In) Or Provided By
Financing Activities                       (1,461,900)      
579,039 
Net (Decrease) Increase In Cash
  and Equivalents                            (513,220)     
(147,376)

Cash and Equivalents, Beginning of Year       760,885       
453,608 

Cash and Equivalents, End of Year           $ 247,665      $
306,232 
</TABLE>
PAGE
<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations

The following discussion provides information which management
believes is relevant to an assessment and understanding of the
Company's operations and financial condition.  This discussion
should be read in conjunction with the financial statements.

COMPANY PROFILE:

Sun City Industries, Inc. (the "Company"), which began in 1949 as
an egg processing and marketing company, has now moved its focus
to
the foodservice marketing and distribution business throughout
parts of the eastern seaboard of the United States with a heavy
concentration in the State of Florida.  The Company intends to
expand its market share through internal sales growth and the
acquisition of related companies in the foodservice distribution
business.

In 1990, the Company began its expansion as a foodservice
distributor that now includes five centers in Florida covering
the
West Coast of Florida, Central Florida and Southeast Florida.  In
addition, the Company has operations that distribute to markets
in
Atlanta, Georgia, Baltimore, Maryland, Philadelphia, Pennsylvania
and throughout New Jersey.

The Company's clientele includes hotels, restaurants, airline
caterers, country clubs and cruiseship lines.

The Company's goal is to build a network of foodservice companies
throughout the heavily populated eastern seaboard of the United
States with its major focus on the State of Florida.

RESULTS OF OPERATIONS:

      FOR THE NINE MONTHS ENDED NOVEMBER 2, 1996 AND OCTOBER 28,
1995

SALES:

During the nine months, consolidated sales decreased $15,773,438,
down 23.8% compared to a year ago.

   Nine    Total        Foodservice  % of      Egg        % of  
  Months   Sales         Division    Total   Division     Total 

  1996  $50,595,997    $46,135,183   91.2%  $4,428,777     8.8% 

  1995   66,369,435     46,342,011   69.8   19,894,942   (30.0) 

  Net  $(15,773,438)    $ (206,828)       $(15,466,165)         
<PAGE>
Explanation:              

Foodservice:
    Decreased sales in Fort Lauderdale, Orlando, Gulf Coast and
    Sheppard were $206,828 greater than sales increases in New
    Jersey, Georgia and the Produce divisions.

Eggs:
    The decrease in sales of $15,466,165 results directly from
the
    disposition of the three egg processing operations in Spring
    Grove, Pa., Jarratt, Va. and Burgaw, NC.


COST OF GOODS SOLD:

Cost of goods sold include product and freight-in costs.

During the nine months, cost of goods sold decreased $13,545,744. 
This decrease was generally in line with the change in the
Company's business resulting from the sale and elimination of the
three egg processing divisions.  The rate of change is influenced
by the Company's overall customer and product mix, as well as the
changes in market prices which fluctuate from year to year.

OPERATING EXPENSES:

Operating expenses include warehousing and distribution costs and
for the prior year the cost of processing for the three disposed
egg operations.

During the nine months operating expenses decreased $2,943,973
reflecting the Company's change in its business as compared to
the
same period of the prior year which included egg operating
expenses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Selling, general and administrative expenses were down a net
$368,858.  The change reflects increases in the foodservice
division primarily due to the newly formed produce division
offset
by a combination of the elimination of the three egg operations
and
reduction in corporate headquarters costs.

INTEREST EXPENSE:

Interest expense decreased by a net $150,746 during the first
nine
months of fiscal 1997.  This drop reflects a decrease of $186,000
due to a reduction in the average outstanding debt for the
current
period compared to the corresponding period a year earlier,
offset
by a $36,000 increase in interest expense related to greater
costs
associated with the default incurred with the Company's primary
lender which began at the beginning of the third quarter.
PAGE
<PAGE>
INCOME TAXES:

The Company accounts for income taxes in accordance with SFAS
109,
under which deferred tax liabilities are recognized for future
taxable amounts and deferred tax assets are recognized for future
deductions and operating loss carryforwards.  A valuation
allowance
is recognized to reduce net deferred tax assets to the amounts
that
are more likely than not to be realized.

The Company, after filing its fiscal 1996 tax return, has a tax
loss carryforward of approximately $4,700,000 expiring in the
years
2005 through 2009.

NET EARNINGS (LOSS):

For the nine months the net loss amounted to $312,821 as compared
to a net loss of $1,576,383 for the same nine months a year ago. 
The loss per share totalled $.21 versus a loss of $1.10 per share
reported for the same period a year ago.

Comparisons To The Prior Year:           

Amount         Explanations
Foodservice       $(33,926)  An unexpected loss in one of our
                             operating units offset improved
                             operating profits in 5 of the other
                             operating units.

Egg Marketing      713,265   Transition from a losing cyclical
egg
                             production-processing operation to a
                             more consistent egg marketing
company
                             with added revenue from its
consulting
                             and rent income agreements.

Headquarters Cost  472,035   Elimination of personnel and
expenses
                             associated with all prior egg
                             operations plus a reduction in
                             executive payroll and related costs
at
                             corporate headquarters.

Interest Expense   150,746   Savings related to reduced debt
levels
                             compared to the prior year.
All Other          (38,558)

Net Improvement $1,263,562 
<PAGE>

EARNINGS (LOSS) PER COMMON SHARE:
                                      November 2,    October 28,
Nine Months Ended                         1996           1995   

(Loss) per common and common
  equivalent share                       $(.21)         $(1.10) 

(Loss) per common share
  assuming full dilution                 $(.21)         $(1.10) 

Average shares used in computation:
   Common equivalent shares             1,512,902      1,485,000


LIQUIDITY AND CAPITAL RESOURCES:

The fiscal 1996 loss has depleted substantially all of the
Company's capital.  Management expects the Company to return to
profitability by focusing its efforts on developing the
foodservice
business and maintaining its small but profitable egg marketing
company.  However, the strategy of expanding the Company's market
share in the foodservice industry through the acquisition of
small
to mid-sized foodservice distribution companies has been
curtailed
at this time as a result of the expanded losses and reduced
capital
incurred during fiscal 1996.  The Company no longer has the
capital
to seek expansion through acquisitions.  The Company has disposed
of its egg production and processing operations and has
instituted
efforts to reduce administrative expenses.  Management will
concentrate its efforts on the existing foodservice business with
a goal to improve each operation and grow internally until it can
become profitable enough to seek other acquisitions.  There can
be
no assurance, however, that management's efforts will ultimately
be
successful.

During fiscal 1996, the Company:

Disposed of property, plant and equipment and related joint
venture
investments relating to its Spring Grove, Pennsylvania, Burgaw,
North Carolina, and Jarratt, Virginia, egg production and
processing operations.  This resulted in a reduction in fixed
assets and capital lease obligations of $1,543,663 and $503,031,
respectively.

Acquired Sheppard Distributors, Inc. of Auburndale, Florida for
$1,350,000.  This resulted in goodwill of $450,000.

Surrendered certain key man life insurance policies, the net
proceeds of which were used to purchase new split dollar and paid
up deferred compensation policies.

Completed its second private placement offering by raising an
additional $700,000 in five year Senior Subordinated Convertible
Debentures carrying a fixed 9% interest rate, convertible at
$5.125
per share.
<PAGE>
Expanded its credit facility with its major lender from $7.0
million to $7.5 million.  The credit facility is solely for the
Company's working capital needs.

As of February 3, 1996, the Company did not meet the minimum net
worth requirement required by its lending arrangement.  The
Company
has obtained a waiver from the creditor regarding this covenant
through March 31, 1997.  In conjunction with the granting of this
waiver, the lender increased the interest rate on the line of
credit by an additional quarter of one percent.

On August 7, 1996 the Company had been notified by the lender
under
its principal credit facility that it had borrowed $1.2 million
in
excess of the lender's formula of the applicable borrowing base
limitations and that, therefore, certain technical events of
default had occurred under its credit facility.  As a result, and
until the events of default have been cured, the rate of interest
payable on the then outstanding balance of $4.6 million has
increased from prime plus 2.50% to prime plus 4.25%.  The amount
of
the overadvance which has already been reduced by $504,000 to
$678,000, should be significantly reduced during the third and
fourth quarters ended February 1, 1997 as a result of increased
seasonal sales, the possible sale of certain real estate held by
the Company as property held for sale, as well as from the
collection of what the lender classifies as ineligible accounts. 
The Company and its lender have both come to an accommodation in
principle subject to the execution of a definitive agreement
wherein the lender will continue to provide the Company with its
working capital requirements as called for under the existing
borrowing formula.  The Company believes that based on this
arrangement and the fact that sales have already begun to
increase,
it will have sufficient working capital to meet its day to day
obligations.

In addition to the lender providing cash for operations, the
Company believes it will require additional financing to meet
other
obligations and capital needs.

On August 1, 1996, the Company failed to make its semi-annual
interest payment on its Senior Convertible Bonds and on November
2,
1996 was in default and in arrearage on such obligation totalling
$59,500.

The Company is currently investigating the availability of
additional or substitute financing, as well as a capital
investment
to satisfy its capital needs.  If, however, the Company is not
successful in obtaining an investment or such financing, the
Company may seek other remedies to address any liquidity problems
that may arise in the future.

8-K FILING:

On August 7, 1996, Form 8-K was filed with the Securities and
Exchange Commission and the American Stock Exchange.

SALES OF UNREGISTERED SECURITIES (DEBT OR EQUITY):

None
<PAGE>
                                SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of
1934, the registratnt has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                                                  SUN CITY
INDUSTRIES, INC.
                                                  REGISTRANT      
        




Date:  December 17, 1996                          Malvin Avchen   
        
                                                  Malvin Avchen,
C.E.O.    




Date:  December 17, 1996                          Syed Jafri      
        
                                                  Syed Jafri,
Treasurer    


The financial statements for the nine months ended November 2,
1996 and October 28, 1995, respectively, are unaudited but are
prepared in conformity with accounting principles used at our
last fiscal year end and include alladjustments which the Company
considers necessary for a fair presentation.
<PAGE>