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 May 3, 1997  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_____

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 1, 1997.

The results of operations for the three-month period ended May 3, 1997,
 are not necessarily indicative of results to be expected for the entire year
 ending January 31, 1998.

                SUN CITY INDUSTRIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS

                                         May 3,      February 1,
ASSETS                                    1997          1997    
CURRENT ASSETS:
Accounts and trade notes receivable,
  less allowance for doubtful accounts
  of approximately $526,000 and $460,000
  in 1997 and 1996, respectively      $5,508,379     $5,521,144 
Inventories                            2,248,623      2,334,987 
Notes receivable - current portion        16,573         18,927 
Prepaid expenses                         237,053        218,838 

TOTAL CURRENT ASSETS                   8,010,628      8,093,896 

PROPERTY, PLANT AND EQUIPMENT:
Land and improvements                    108,133        108,133 
Buildings and improvements               507,316        499,917 
Machinery and equipment                2,303,103      2,243,175 
                                       2,918,552      2,851,225 

Less accumulated depreciation         (1,422,777)    (1,319,437)
                                       1,495,775      1,531,788 
Properties held for sale                 515,704        504,849 
Long-term notes receivable                86,230         88,308 
Excess of purchase price over fair value
  of net assets acquired               1,758,711      1,780,836 
OTHER ASSETS                             455,271        447,340 
TOTAL                                $12,322,319    $12,447,017 

                                         May 3,      February 1,
LIABILITIES AND STOCKHOLDERS' EQUITY     1997           1997    
CURRENT LIABILITIES:
Cash Overdraft                        $  427,482     $  214,744 
Accounts payable                       4,976,137      5,003,332 
Accrued expenses                         784,843        734,354 
Current portion of long-term debt      1,713,875      1,720,129 
TOTAL CURRENT LIABILITIES              7,902,337      7,672,559 

DEFERRED COMPENSATION PAYABLE      128,618        123,106 
LONG-TERM DEBT                         5,106,201      5,409,828 
STOCKHOLDERS' EQUITY:
  Common stock, $.10 par value 3,000,000
    shares authorized; 2,276,116 shared
    issued in 1997 and 1996              227,612        227,612 
  Capital in excess of par value       1,041,721      1,041,721 
  Retained earnings                      781,390        837,751 
                                       2,050,723      2,107,084 
  Less: Treasury stock at cost, 828,214
    shares in 1997 and 1996, respectively            (2,653,560)    (2,653,560)
  Less: Receivable for common stock sold
    to ESOP                             (212,000)      (212,000)
TOTAL STOCKHOLDERS' EQUITY              (814,837)      (758,476)
TOTAL                                $12,322,319    $12,447,017 

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

                                                      Three Months Ended       
                                      May 3,           May 4,   
                                       1997             1996    

Sales                              $19,320,269      $19,301,698 

Costs and Expenses

  Cost of goods sold                16,642,874       16,411,838 
  Operating expenses                 1,350,712        1,377,138 
  Selling, general and administrative
    expenses                         1,143,313        1,186,051 
  Interest expense                     238,437          216,257 
  Other expense (income), net            1,294           (6,130)

Total Cost and Expenses              19,376,630      19,185,154 


(Loss) Earnings From Operations
  Before Income Taxes                  (56,361)         116,544 

Provision For Income Taxes                -0-              -0-  

Net (Loss) Earnings                    (56,361)         116,544 


Net (Loss) Earnings Per Common Share    $ (.04)           $ .08  

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

                                                  Three Months Ended       
                                         May 3,         May 4,  
CASH FLOWS FROM OPERATING ACTIVITIES:     1997           1996   
Net earnings                           $ (56,361)     $ 116,544 
Adjustments To Reconcile Net (Loss) Earnings
  To Net Cash Provided By or (Used In)
  Operating Activities:
Depreciation                             103,339         93,611 
Amortization of excess of purchase price
  over fair market value of net assets
  acquired                                22,125         17,627 
Provision for losses on accounts receivable              67,229    69,098 
Change in assets and liabilities:
  (Increase) decrease in accounts
    and trade notes receivable           (54,464)     1,049,756 
  Decrease (increase) in inventories      86,364       (503,966)
  (Increase) in prepaid expenses         (18,215)      (150,069)
  (Increase) decrease in other assets     (7,931)        (6,513)
  (Decrease) increase in accounts payable(27,195)      (244,500)
  Increase (decrease) in accrued expenses 50,489         76,326 
  Increase in deferred compensation payable               5,512       6,370 
Total Adjustments                        227,253        407,740 
Net Cash Provided By Or (Used In)
  Operating Activities                $  170,892    $   524,284 
Cash Flows From Investing Activities:
  Capital expenditures                   (78,181)        (2,399)
Cash (Used In) Or Provided By
  Investing Activities                   (78,181)        (2,399)
Cash Flows From Financing Activities:
  Repayments on notes receivable           4,432          3,566 
  Principal payments on notes payable   (309,881)      (827,553)
  Proceeds from exercise of options         -0-              75 
Net Cash (Used In) Or Provided By
Financing Activities                    (305,449)      (823,912)
Net (Decrease) Increase In Cash
  and Equivalents                       (212,738)      (302,027)

Cash and Equivalents, Beginning of Year                (214,744)  760,885 

Cash and Equivalents, End of Year      $(427,482)     $ 458,858 

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.

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 current goal is to finalize its pending merger to take full
 advantage of the broad based business that currently exists throughout
 the heavily populated eastern seaboard of the United States.

RESULTS OF OPERATIONS:

          FOR THE THREE MONTHS ENDED MAY 3, 1997 AND MAY 4, 1996

SALES:

During the three months, consolidated sales remained static compared to
 a year ago.

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

    1997     $19,320,269  $17,762,546 91.9% $1,557,723   8.1% 

    1996       19,301,698   17,610,037  91.2   1,691,661      8.8  

    Net change $18,571  $152,509               $(133,938)
Explanation:                  

Foodservice:
    Increased sales at the Produce and Sheppard were $152,509 greater
 than sales decreases in the other foodservice divisions.

Eggs:    The decrease in sales of $133,938 results primarily from lower
 selling prices on 2 million dozens sold.

COST OF GOODS SOLD:

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

During the three months, cost of goods sold increased $231,036.  This
 increase was generally in line with changes in the Company's business
  and the extremely negative impact on costs at the Gulf Coast division. 
 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.

During the three months operating expenses decreased $26,426 reflecting
 minor changes in the Company's business as compared to the same period
 of the prior year.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

During the three months, selling, general and administrative expenses 
were down $42,738.  The change reflects minor changes in all divisions.

INTEREST EXPENSE:

Interest expense increased by $22,180 during the first three months.  This
 increase reflects a 2% greater cost for borrowing, offset by reduced 
borrowing levels of approximately $900,000, incurred with the Company's
 primary lender.

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 estimates that, after filing its fiscal 1997 tax return, it will
 have tax loss carryforwards of approximately $5,500,000 expiring in the years 
2009 through 2012.

NET (LOSS) EARNINGS:

For the three months the net loss amounted to $56,361 as compared to net
 earnings of $116,544 for the same three months a year ago. The loss per
 share is $.04 versus a profit of $.08 per share reported for the same period
 a year ago.

Comparisons To The Prior Year:          

                                            Explanations

Foodservice      $(141,000)  The impact of a 23% decline in first quarter
                                          sales at Gulf Coast resulted in a loss
                                           of $43,000
                                          compared to a profit of $60,000 for
                                           the same 
                                          period a year ago.  The remainder
                                           of $38,000
                                          results from a small net decline in
                                           all other
                                          foodservice operations.

Egg Marketing      (15,000)  The small decrease of $15,000 results from a 
                                         decline of 65,000 units sold and
                                          reduced levels
                                         of consulting income.

Interest Expense   (22,000)  Interest expense increased due to higher rates 
                                         in the first quarter compared to a
                                         year ago.

All Other            5,000 

Net Difference   $(173,000)



(LOSS) EARNINGS PER COMMON SHARE:
                                                   May 3,         May 4,
Three Months Ended                       1997           1996


(Loss) earnings per common share              $(.04)         $ .08


Average shares used in the computation:     1,447,902      1,531,092

LIQUIDITY AND CAPITAL RESOURCES:

The accompanying financial statements have been prepared on a going
 concern basis, which contemplates the realization of assets and the
 satisfaction of liabilities in the normal course of business.  As shown
 in the accompanying financial statements, during the years ended 
February 1, 1997 and February 3, 1996, the Company incurred net 
losses of $1,167,087 and $2,761,305, respectively, and as of
 February 1, 1997 the Company had a stockholders' deficit of 
$758,476.  These factors among others may indicate that the Company
 will be unable to continue as a going concern for a reasonable period of
 time.

The financial statements do not include any adjustments relating
 to the recoverability and classification of recorded asset amounts
 and classification of liabilities that might be necessary should the 
Company be unable to continue as a going concern.  As described
 in Note F of Form 10K for fiscal 1997, the Company is not in
 compliance with several provisions of its line of credit agreement
 and the lender has placed significant operating and financing restrictions
 on the Company pursuant to a forbearance agreement.  The Company's
 continuation as a going concern is dependent upon its ability to 
generate sufficient cash flow to meet its obligations on a timely basis, 
to comply with the terms and covenants of its financing agreements, 
to obtain additional financing or refinancing as may be required, and 
ultimately to attain successful operations.  Management is continuing 
its efforts to obtain additional funds from investors so that the Company
 can meet its obligations and sustain operations.
There can be no assurance, however, that management's efforts will
 ultimately be successful.

During fiscal 1997, The Company:

Was placed in default by its major lender as a result of over- advances 
the lender made to the Company which were not secured by assets of
 the Company.  As a result of the default, the Company's stated interest 
rate on this debt increased from 2.25% over the prime rate in fiscal 
1996 to 4.25% over the prime rate in fiscal 1997.

On December 16, 1996, signed a Forbearance Agreement which 
extends the existing line of credit until March 30, 1998, agrees to a 
repayment schedule that permits the Company to operate and fund 
its business under certain limitations and conditions and provides the 
lender additional collateral in the form of its North Carolina and 
Virginia real estate.

Failed to make its regular semi-annual interest payments on the 
Senior Subordinated Convertible Debentures.  Although the Company
 is in monetary default, its Bondholders have not indicated they will
 place the Company in default.  On the contrary, the Bondholders 
are cooperating with the Company in the Company's attempt to raise
 additional capital through a direct investment or through a qualified 
merger partner.

Did not fully satisfy the American Stock Exchange's guidelines for 
continued listing.  Accordingly, there can be no assurance that the 
listing will be continued.

On May 20, 1997, mortgaged the Hawthorne, Florida property for
 $251,500 and signed an option agreement to sell its New Jersey
 operations if certain conditions were not met.

On May 29, 1997, the Company announced that it had entered into
 preliminary merger discussions with a privately owned Miami based
 specialty seafood producer and distributor SeaSpecialties Inc.  If 
the merger were to be consummated, the combination would create 
a food processing and distribution entity with sales in excess of $100 
million per year.

Although a definitive merger agreement has yet to be signed, both 
SeaSpecialties Inc., and Sun City have indicated that discussions 
are progressing.  If the merger should be consummated, Mr. Oxenberg, 
Chairman and C.E.O. of SeaSpecialties, in a stock for stock transaction, 
will own a majority of the stock and SeaSpecialties Inc. will assume 
control of the combined company.

If a definitive merger agreement is signed within the next few weeks 
the merger will be subject to approval of the shareholders of both 
Companies and holders of the Sun City's convertible bonds.  It is 
anticipated that if consummated the transaction will close during 
late summer this year.

COMMITMENTS:

As of February 1, 1997, the Company had no commitments for 
capital expenditures.

8-K FILING:

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

SALES OF UNREGISTERED SECURITIES (DEBT OR EQUITY):   
                                  None

                                SIGNATURES

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

                                      SUN CITY INDUSTRIES, INC.
                                      REGISTRANT


                                                                           
DATE:     June 17, 1997               Malvin Avchen               
                                      Malvin Avchen, C.E.O.



DATE:     June 17, 1997               Syed Jafri                 
                                      Syed Jafri, Treasurer



The financial statements for the three months ended May 3, 
1997 and May 4, 1996, respectively, are unaudited but are
 prepared in conformity with accounting principles used at 
our last fiscal year end and include all adjustments which 
the Company considers necessary for a fair presentation.