FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


_________________________________________________________________
                                _

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

          For The Quarterly Period Ended June 30, 1999




                  _____________________________
                 Commission File Number 0-16251



                      GALAXY FOODS COMPANY
     (Exact name of registrant as specified in its charter)



           Delaware                          25-1391475
     (State or other jurisdiction of      (I.R.S. Employer
     incorporation or organization)     Identification No.)

      2441 Viscount Row
       Orlando, Florida                        32809
(Address of principal executive offices)     (Zip Code)

                         (407) 855-5500
      (Registrant's telephone number, including area code)


     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


     On July 26, 1999, there were 9,183,032 shares of Common
Stock $.01 par value per share, outstanding.

<PAGE> 2

                      GALAXY FOODS COMPANY

                       Index to Form 10-Q
                 For Quarter Ended June 30, 1999




                                                          PAGE NO.

PART I. FINANCIAL INFORMATION

  Item 1.                                           Financial Statements

     Balance Sheets                                           3
     Statements of Income                                     4
     Statements of Stockholders' Equity                       5
     Statements of Cash Flows                                 6
     Notes to Financial Statements                          7-8

  Item 2.               Management's Discussion and Analysis of
        Financial Condition and Results of Operations      9-12

  Item 4.  Submission of Matters to a Vote of Security Holders12


PART II.                                             OTHER INFORMATION

  Item 6.                      Exhibits and Reports on Form 8-K
13



SIGNATURES                                                   14




















<PAGE> 3

                 PART I.  FINANCIAL INFORMATION

                         BALANCE SHEETS

                                          				JUNE 30, 	  	MARCH 31,
		                                             	1999       		1999
	                                        			(Unaudited)

                                ASSETS
CURRENT ASSETS:
	Cash and cash equivalents                		$     	 218   $     	 112
	Trade receivables, net  	                 		 5,591,670     4,428,778
	Inventories		                              	 6,586,580	    6,235,737
	Prepaid expenses		                           	 862,740 	   	 856,267
		Total current assets	                    	 13,041,208    11,520,894

PROPERTY & EQUIPMENT, NET               				 12,751,406    12,503,830
OTHER ASSETS		                               		 470,996 		    452,188
		    TOTAL                                	$26,263,610 	 $24,476,912


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Book overdrafts	                          	$	  620,058 	 $ 	 502,942
	Line of credit			                            4,929,769 		  3,912,917
	Accounts payable - trade			                  3,504,676  		 3,311,043
	Accrued liabilities			                         419,926    		 468,513
	Current portion of term note payable			        432,000 	   	 432,000
	Current portion of obligations under
   capital leases	                            		 86,971     		 82,433
		Total current liabilities		                 9,993,400  		 8,709,848

TERM NOTE PAYABLE,
	less current portion		                       	 285,173 		    289,711
OBLIGATIONS UNDER CAPITAL LEASES,
	less current portion			                      2,266,847  		 2,374,847
		Total liabilities                       		 12,545,420 		 11,374,406

COMMITMENTS AND CONTINGENCIES				                     -          		 -

STOCKHOLDERS' EQUITY:
	Common stock		                                	 91,830 		     91,830
	Additional paid-in capital			               47,497,322 		 47,497,322
	Accumulated deficit			                     (21,098,762)		(21,714,446)
				                                         26,490,390 		 25,874,706
	Less:  Notes receivable arising
   from the exercise	of stock options
   and sale of common stock               		 12,772,200 		 12,772,200
		Total stockholders' equity	              	 13,718,190 		 13,102,506
		    TOTAL                              	$	 26,263,610  $ 24,476,912


         See accompanying notes to financial statements.
<PAGE> 4

                      GALAXY FOODS COMPANY

                      STATEMENTS OF INCOME
                                                    				 THREE MONTHS ENDED
	                                                          			JUNE 30,
                                          			         	1999	          	1998
		                                               		(Unaudited)	   	(Unaudited)

NET SALES		                                     	$	 10,381,075   	$	 5,762,538

COST OF GOODS SOLD		                              		 6,590,662 	   	 4,331,294
	Gross margin		                                    	 3,790,413    		 1,431,244

OPERATING EXPENSES:
	Selling                                         			 1,745,609 	     	 577,861
	Delivery			                                           441,844 		      274,046
	General and administrative                        			 852,211      		 382,912
	Research and development                           			 41,662       		 40,518
		Total operating expenses                        		 3,081,326 	   	 1,275,337

INCOME FROM OPERATIONS	                           	 		 709,087     	 	 155,907

OTHER INCOME (EXPENSE):
	Interest expense			                                   (79,033)		      (42,465)
	Other income                                          			 630 		       34,042
		Total		                                              (78,403)		       (8,423)

NET INCOME	                                      		$   630,684 	   $ 	 147,484

INCOME TAX EXPENSE		                                 		 15,000 	           	 -

NET INCOME APPLICABLE TO COMMON STOCK		            $ 	 615,684     	$	 147,484

BASIC NET EARNINGS PER
	COMMON SHARE                                    		$    	 0.07    	 $   	 0.02

DILUTED NET EARNINGS PER
	COMMON SHARE                                    		$    	 0.07 	    $	    0.02






         See accompanying notes to financial statements.

<PAGE> 5
                              GALAXY FOODS COMPANY

                       STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>

<C>											            <C>       <C>       	<C>           <C>  	         <C>            <C>
	                             Common Stock		  		Additional 			    	       		Notes Rec
                           	Shares		Par Value	Paid-In Capital 	Accumulated
                                                                 Deficit 	for Common Stock 		Total

Balance at March 31, 1998 8,816,699  $ 88,167  $ 46,459,542  $(23,005,813)  $(12,772,200)	 $ 10,769,696
Exercise of options	          1,144 	    	 11 	     	 3,989 	        		 -   			        -   		     4,000
Issuance of common stock
 under private placement	   357,143 		  3,571 	   	 933,929 		        	 -   			        -   		   937,500
Issuance of common stock
  under employee stock
  purchase plan	              8,046 	    	 81 		     31,362 			         -   			        -   		    31,443
Issuance of warrants	             -   		    -     		 68,500 		   	      -   			        -   		    68,500
Net income	                       -      		 -          		 -   		1,291,367 			          -   		 1,291,367

Balance at March 31, 1999	9,183,032  $ 91,830  $ 47,497,322  $(21,714,446)	 $(12,772,200)	 $ 13,102,506
Net income	                       -   	   	 -   		        -   			 615,684 			          -   		   615,684

Balance at June 30, 1999	 9,183,032  $ 91,830 	$ 47,497,322  $(21,098,762)		$(12,772,200)	 $ 13,718,190


</TABLE>



            See accompanying notes to condensed financial statements.

<PAGE> 6
                      GALAXY FOODS COMPANY

                    STATEMENTS OF CASH FLOWS

                                                 	THREE MONTHS ENDED
                                                    			JUNE 30,
                                               			1999		        1998
                                           			(Unaudited)	  	(Unaudited)

CASH FLOWS USED IN OPERATING
   ACTIVITIES:
	Net Income                                  	$	   615,684 	 $ 	 147,484

   ADJUSTMENTS TO RECONCILE NET INCOME
   TO NET CASH USED IN
   OPERATING ACTIVITIES:
	Depreciation expense	                           	 201,644 	   	 165,392
	Bad debt expense		                                      -     		 89,607
	Consulting and director fee expense paid through
	  issuance of common stock warrants		               3,421      		 6,314
	(Increase) decrease in:
	  Trade receivables		                          (1,162,892)	  	 (491,833)
	  Inventories                                 		 (350,843)	  	 (964,746)
	  Prepaid expenses		                               (6,473)	  	 (227,469)
	Increase (decrease) in:
	  Accounts payable 		                             193,633    		 188,641
	  Book overdrafts		                               117,116 		          -
	  Accrued liabilities	                          	 (48,587)	   	 (45,841)
 	NET CASH USED IN
 	OPERATING ACTIVITIES                         		 (437,297)		 (1,132,451)

CASH FLOWS USED IN INVESTING
   ACTIVITIES:
	Purchase of property and equipment	            	 (449,220)		   (361,569)
	Increase in other assets	                       	 (22,229)         		 -
	NET CASH USED IN INVESTING
	ACTIVITIES                                    		 (471,449)  		 (361,569)

CASH FLOWS FROM FINANCING
   ACTIVITIES:
	Net borrowings on line of credit		              1,016,852  		 1,614,995
	Principal payments on note payable 		            (103,462)         		 -
	Principal payments on capital lease obligations		  (4,538)    		 (2,976)
	Proceeds from exercise of common stock options		        -      		 1,500
	NET CASH FROM FINANCING
	ACTIVITIES		                                      908,852 	 	 1,613,519

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                                			 106 		    119,499

CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD	                                       		 112 		     20,069

CASH AND CASH EQUIVALENTS, END
   OF PERIOD	                                	$      	 218 	 $ 	 139,568


    See accompanying notes to condensed financial statements.

<PAGE> 7
                      GALAXY FOODS COMPANY

                  NOTES TO FINANCIAL STATEMENTS


(1)  Management Representation
     In the opinion of Galaxy Foods Company (the   "Company"),   the
     accompanying unaudited financial statements contain all
     adjustments necessary to present fairly the Company's
     financial position, results of  operations and cash flows for
     the periods presented.  The results of operations for the
     interim periods presented are not necessarily indicative of
     the results to be expected for the full year.

     The financial statements should be read in conjunction with the
     financial statements and the related disclosures
     contained in the Company's Form 10-K dated June 8, 1999,
     filed with the Securities and Exchange Commission.

(2)  Reclassifications
     Certain items in the financial statements of prior periods
     have been reclassified to conform to current period
     presentation.

     Segment Information
     The Company does not identify separate operating segments
     for management reporting purposes.  The results of
     operations are the basis on which management evaluates
     operations and makes business decisions.

(3)  Inventories
     Inventories are summarized as follows:
                                          JUNE 30,        MARCH 31,
                                            1999           1999
                                         (unaudited)
     Raw materials                      $  3,533,789     $  2,750,781
     Finished goods                        3,052,791        3,484,956
      Total                             $  6,586,580     $  6,235,737


(4)  Earnings per Share
     The following   is   a   reconciliation  of  basic   net   earnings   per
     share  to  diluted   net  earnings  per  share  for   the   three   month
     and six month periods ended December 31, 1998:

                                                     Three months Ended June 30,
                                                          1999          1998
                                                     (unaudited)   (unaudited)

     Basic net earnings per share                    $       .07  $       .02

     Weighted average shares outstanding - basic       9,183,032    9,093,254
     Potential shares exercisable under stock
       Option plans                                      272,000      159,214
     Potential shares exercisable under warrant
       Agreements                                        613,423    1,105,566

     Less:  Shares assumed repurchased under
       Treasury stock method                          (  875,401)  (  987,106)

     Average shares outstanding - diluted              9,193,054    9,370,928
     Diluted earnings per share                      $       .07  $       .02

<PAGE> 8

                      GALAXY FOODS COMPANY

             NOTES TO CONDENSED FINANCIAL STATEMENTS
                           (Continued)


 (5)   Supplemental Cash Flow Information
     For purposes of the statement of cash flows, all highly
     liquid investments with a maturity date of three months or
     less are considered to be cash equivalents.  Cash and cash
     equivalents include checking accounts, money market funds
     and certificates of deposits.

     For the three months ended June 30,           1999           1998
                                               (unaudited)    (unaudited)
     Noncash financing and investing activities:
        Consulting and directors fees paid
        through issuance of
        common stock warrants                   $     3,121    $    16,500

     Cash paid for:
        Interest                                $   214,530    $    14,557


<PAGE> 9
                       GALAXY FOODS COMPANY

             Management's Discussion and Analysis of
          Financial Condition and Results of Operations


The   following  discussion  and  analysis  should  be  read   in
conjunction  with  the  Financial Statements  and  Notes  thereto
appearing elsewhere in this report.

The   following   discussion  contains  certain   forward-looking
statements, within the meaning of the "safe-harbor" provisions of
the  Private  Securities Reform Act of 1995,  the  attainment  of
which  involves various risks and uncertainties.  Forward-looking
statements  may  be  identified by  the  use  of  forward-looking
terminology   such   as   "may",  "will",  "expect",   "believe",
"estimate",   "anticipate",   "continue",   or   similar   terms,
variations  of these terms or the negative of those  terms.   The
Company's  actual  results  may  differ  materially  from   those
described in these forward-looking statements due to among  other
factors, competition in the Company's product markets, dependence
on   suppliers,  the  Company's  manufacturing  experience,   and
production delays or inefficiencies.

Galaxy  Foods Company (the "Company") is principally  engaged  in
the  development, manufacturing and marketing  of  a  variety  of
healthy  cheese  and dairy related products,  as  well  as  other
cheese  alternatives.   These healthy cheese  and  dairy  related
products include low or no fat, low or no cholesterol and lactose-
free  varieties.  These products are sold throughout  the  United
States  and  internationally to customers  in  the  retail,  food
service  and industrial markets.  The Company's headquarters  and
manufacturing facilities are located in Orlando, Florida.

Results of Operations

Net  Sales  were $10,381,075 in the quarter ended June 30,  1999,
compared  to net sales of $5,762,538 for the quarter  ended  June
30,  1998,  an  increase  of  80%.  The  increase  in  sales  was
primarily  attributed  to  an  increase  in  sales  generated  by
marketing  activities related to the promotion of  the  Company's
Veggie  brand of products.  Marketing activities included  print,
television  and  radio  advertising in  key  markets  across  the
country.  This resulted in a steady upward trend in sales  volume
for  the  Veggie  line of products and the Company  expects  this
trend in sales volume to continue throughout fiscal 2000.

Cost  of Goods Sold were $6,590,662 representing 63% of net sales
for the quarter ended June 30, 1999, compared with $4,331,294  or
75%  of net sales for the same period ended June 30, 1998.    The
Company  was  able  to  improve  gross  margin  by  focusing   on
production   efficiencies,  including  larger  production   runs,
reduced  variable costs of production, and changes in the product
mix to focus on sales of higher margin, branded products.

Selling  expenses were $1,745,609 for the quarter ended June  30,
1999,  compared with $577,861 for the same period ended June  30,
1998,  an  increase of 202%.  The increase in expenses  over  the
same  period a year ago is mainly attributed to a new advertising
campaign  to  promote the Company's flagship  line  of  products,
Veggie.   This  campaign  focuses on key markets  throughout  the
country   where  distribution  of  the  Company's   products   is
widespread.  In addition, there are variable expenses,  including
brokerage commissions that increase in proportion to the increase
in sales.

Delivery  expenses were $441,844 for the quarter ended  June  30,
1999,  compared with $274,046 for the same period ended June  30,
1998, a 61% increase.  The increase in delivery costs is a result
of  the  increase in sales shipments to customers for the  period
ended  June  30,  1999 as compared with the same periods  in  the
prior  year.  Delivery expense as a percentage of sales decreased
slightly  due  to  a  seasonal lowering  of  shipping  costs  for
perishable goods during this period.

<PAGE> 10

General and Administrative expenses were $852,211 for the quarter
ended  June 30, 1999, compared with $382,912 for the same  period
ended  June 30, 1998, a 123% increase.  This change is  primarily
attributed to increased expenses for consulting services  related
to   Year   2000  readiness  and  additional  employee   salaries
associated with the Company's growth in volume.

Research  and Development expenses were $41,662 for  the  quarter
ended  June 30, 1999, compared with $40,518 for the quarter ended
June  30,  1998.  This 3% increase in expenses is due  to  normal
salary increases for this department.

Other  Income and Expenses netted to $78,433 in expense  for  the
quarter ended June 30, 1999 as compared to $8,423 in expense  for
the  quarter ended June 30, 1998.  Interest expense increased due
to  additional draws on the line of credit during fiscal 2000 and
the  capitalization  of  interest  expense  to  construction   in
progress  during fiscal 1999.  In addition, during  fiscal  1999,
34,042  in other income was recorded related to a refund received
by the Company.

Liquidity and Capital Resources

Operating Activities -- Net cash used by operating activities was
$437,297 for the three months ended June 30, 1999 compared to net
cash used of $1,132,451 for the same period in 1998.  This change
in  operating activities is the result of increased sales for the
quarter  ended  June  30, 1999 and a large  increase  in  prepaid
expenses during the first three months of fiscal 1999.

Investing  Activities  -- Net cash used in  investing  activities
totaled  $471,449 for the period ended June 30, 1999 compared  to
net  cash  used of $361,569 for the same period  in  1998.    The
increase in cash used for investing activities during fiscal 1999
as  compared to fiscal 1998 resulted from purchases of  packaging
equipment  and  the  construction of a new  Culinary  School  for
foodservice customers during the first quarter in fiscal 2000.

Financing  Activities  -- Net cash flows  provided  by  financing
activities were $908,852 for the three months ended June 30, 1999
compared  to  cash  flows  provided by  financing  activities  of
$1,613,519  for  the  same  period in  1998.   This  increase  is
attributed  to  a  reduction in draws on the  Company's  line  of
credit as the Company increases sales and collections on accounts
receivable.

In  addition,  on  November 1, 1996, the  Company  secured  a  $2
million  line  of  credit  with Finova Capital  Corporation  with
interest  at  the prime rate plus two percent.  The  availability
under  this  line  of  credit  arrangement  is  calculated  on  a
borrowing  base  of  eligible inventory and accounts  receivable.
This  line of credit was increased to $3 million during  February
1997.   During June 1998, the Company signed an amendment to  the
above contract which expanded the line of credit availability  to
$3.5  million.   The amendment also reduced the interest  on  the
line  of  credit  to  prime plus one half of a  percent.   During
December 1998, the Company signed a third amendment to the  above
contract  which expanded the line of credit availabilty  to  $5.5
milion.

On  June  27, 1997, the Company secured a $1.5 million term  note
payable   with   Finova  Capital  Corporation  to   finance   the
acquisition of certain production equipment.  The agreement calls
for  interest  at  the prime rate plus two percent.  During  June
1998, the Company signed an amendment to the above contract which
expanded  the   term note payable to $3 million.   The  amendment
also  reduced  the interest on the term note to  prime  plus  one
percent.

On  October  16,  1998, the Company sold 357,143  shares  of  its
common  stock  to  a  private investor at an aggregate  price  of
$937,500.

Management believes that these actions will allow the Company  to
meet  its future liquidity needs until the Company establishes  a
positive cash flow.


<PAGE> 11

Recent Accounting Pronouncements
In  June  1998,  the  FASB issued SFAS No. 133,  "Accounting  for
Derivative Instruments and Hedging Activities" ("FAS 133").   FAS
133  requires companies to recognize all derivative contracts  as
either  assets or liabilities in the balance sheet and to measure
them  at fair value.  If certain conditions are met, a derivative
may specifically be designated as a hedge, the objective of which
is  to  match the timing of gain or loss recognition of: (i)  the
changes  in the fair value of the hedged asset or liability  that
are  attributable to the hedged risk; or (ii) the earnings effect
of the hedged transaction.  For a derivative not designated as  a
hedging  instrument, the gain or loss is recognized as income  in
the  period of change.  FAS 133 is effective for all fiscal  year
quarters   of  fiscal  years  beginning  after  June  15,   1999.
Historically,  the  Company has not entered into  any  derivative
contracts  either  to  hedge existing risks  or  for  speculative
purposes.   Accordingly, the Company does not expect adoption  of
the  new  standard  on  April 1, 2000  to  affect  its  financial
statements.

Year 2000 Compliance

The  Year  2000  problem is the result of information  technology
systems  and  embedded  systems  (products  that  are  made  with
microprocessor  (computer) chips) using a  two-digit  format,  as
opposed  to  four digits, to indicate the year.  Such information
technology  and  embedded  systems  may  be  unable  to  properly
recognize   and  process  date-sensitive  information   beginning
January 1, 2000.

The  Company has undertaken an assessment of the potential impact
of  the  Year  2000  issue  to  its  internal  operations.   Such
assessment has included a review of the impact primarily  in  the
following areas:  production and manufacturing systems,  business
systems,   including   sales   and   marketing,   billing,    and
infrastructure.   The  Company's  infrastructure  consists  of  a
network of personal computers and servers that were obtained from
major  suppliers.   The Company also utilizes  various  business,
administrative  and  financial  software  applications   on   the
infrastructure to perform the business functions of the  Company.
The  Company  is  in  the process of testing  and  upgrading  its
information technology systems and embedded systems, which may be
affected  by  the  Year 2000 issue.  Based on  the  progress  the
Company has made in identifying and addressing the Company's Year
2000  issues and the plan and timeline to complete the compliance
program, management does not foresee significant risks associated
with the Company's Year 2000 compliance at this time.  Management
estimates  that  the  testing,  upgrading,  and  replacement   of
affected  systems will be completed by August 31, 1999.  However,
the  inability  of  the Company to identify  and  timely  correct
material   Year   2000  deficiencies  in  the   software   and/or
infrastructure could result in an interruption in, or failure of,
certain  of  the  Company's  business activities  or  operations.
During  Fiscal  1999,  the Company replaced  its  accounting  and
manufacturing  software packages to systems which are  Year  2000
compliant.   The Company has also replaced any existing  hardware
which  was  not Year 2000 compliant.  These replacements  were  a
part  of the normal upgrades to the Company's systems.  To  date,
the  Company  has incurred approximately $120,000 to upgrade  its
systems  for  compliance with Year 2000 issues.   These  upgrades
were  also  undertaken  to  improve  the  functionality  of   the
Company's   production  and  accounting  systems.   No   material
expenses are expected during fiscal 2000 in connection with  this
project.

The  Company  has  established a team dedicated  to  periodically
reviewing  not  only  the  internal  information  technology  and
embedded  systems used in the operation of the Company, but  also
the information technology and embedded systems and the Year 2000
compliance  plans  of  the  Company's significant  customers  and
suppliers,   shipper,  utilities,  financial   institutions   and
transfer   agent.    The   Company  has  material   third   party
relationships with its customers, suppliers, shippers, utilities,
financial institutions, and transfer agent.  If the operations of
any  of  these third parties are adversely impacted by Year  2000
deficiencies,  it  may  have a material impact  on  the  Company.
Accordingly,   the   Company   has  requested   information   and
documentation  from  the  Company's  significant  customers   and
suppliers,  shippers,  utilities,  financial  institutions,   and
transfer  agent relating to their Year 2000 compliance  plans  in
the  form  of  a survey.  At this time, the Company has  received
approximately  75%  of  its  certifications  from   vendors   and
customers.  With respect to the responses received, no  customers
or  suppliers  have  indicated significant problems  which  could
result  in  a  material  loss.   The  Company  will  contact  any
customers  and suppliers who have not responded by September  30,
1999.  Therefore, management does not, at this time, know of  the
potential costs to the Company of any adverse impact or effect of
any Year 2000 deficiencies by these third parties.

<PAGE> 12

Because the Company has evaluated the status of the systems  used
in  business  activities and operations of the  Company  and  the
systems of the third parties with which the Company conducts  its
business,  management  is developing a comprehensive  contingency
plan  and  identifying  "the most reasonably  likely  worst  case
scenario"  at this time.   This assessment includes the Company's
production equipment, computer systems, HVAC systems, coolers and
security  systems.   Management expects  to  have  completed  and
tested  all contingency plans no later than September  30,  1999.
As   management  identifies  significant  risks  related  to  the
Company's  Year  2000  compliance or if the Company's  Year  2000
compliance  program's  progress deviates substantially  from  the
anticipated   timeline,  management  will   develop   appropriate
contingency plans.



Item 4.  Submission of Matters to a Vote of Security Holders


No matters were submitted to security holders during this period.

<PAGE> 13

                   PART II.  OTHER INFORMATION

                      GALAXY FOODS COMPANY


ITEM 6.  Exhibits and Reports on Form 8-K

The following exhibits are filed as part of this Form 10-Q.

Exhibit No  Exhibit Description

*3.1           Certificate  of Incorporation of the  Company,  as
          amended   (Filed  as  Exhibit  3.1  to  the   Company's
          Registration  Statement on Form S-18, No.  33-15893-NY,
          incorporated herein by reference.)

*3.2           Amendment to Certificate of Incorporation  of  the
          Company,  filed on February 24, 1992 (Filed as  Exhibit
          4(b) to the Company's Registration Statement on Form S-
          8, No. 33-46167, incorporated herein by reference.)

*3.3           By-laws  of  the  Company, as  amended  (Filed  as
          Exhibit 3.2 to the Company's Registration Statement  on
          Form  S-18,  No.  33-15893-NY, incorporated  herein  by
          reference.)

*3.4           Amendment to Certificate of Incorporation  of  the
          Company,  filed on January 19, 1994 (Filed  as  Exhibit
          3.4 to the Company's Registration Statement on Form SB-
          2, No. 33-80418, and incorporated herein by reference.)

 *3.5          Amendment to Certificate of Incorporation  of  the
          Company,  filed on July 11, 1995 (Filed as Exhibit  3.5
          on  Form  10-KSB for fiscal year ended March 31,  1996,
          and incorporated herein by reference.)

 *3.6          Amendment to Certificate of Incorporation  of  the
          Company,  filed on January 31, 1996 (Filed  as  Exhibit
          3.6  on  Form  10-KSB for fiscal year ended  March  31,
          1996, and incorporated herein by reference.)

*10.1          Second  Amendment to the Security  Agreement  with
          Finova  Financial Services dated June  1998  (Filed  as
          Exhibit  10.1 on Form 10-K for fiscal year ended  March
          31, 1999, and incorporated herein by reference.)

*10.2         Third Amendment to the Security Agreement with
          Finova Financial Services dated December 1998 (Filed as
          Exhibit 10.2 on Form 10-K for fiscal year ended March
          31, 1999, and incorporated herein by reference.)


 27       Financial Data Schedule (Filed herewith.)


Reports on Form 8-K

No reports  on From 8-K were filed during the last quarter of the
period covered by this report.


<PAGE> 14


                           SIGNATURES


In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.











                              GALAXY FOODS COMPANY




Date: August 4, 1999          /s/Angelo S. Morini
                              Angelo S. Morini
                              Chairman and President
                              (Principal Executive Officer)






Date: August 4, 1999          /s/Cynthia L. Hunter
                              Cynthia L. Hunter, CPA
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)