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 September 30, 1998




                          _____________________________
                          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 September 30, 1998, there were 61,755,267 shares of 
Common Stock $.01 par value per share, outstanding.

<PAGE> 2

                            GALAXY FOODS COMPANY

                             Index to Form 10-Q
                    For Quarter Ended September 30, 1998




                                                                	PAGE NO.

PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements

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

	Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations                  	  8-11



PART II.	OTHER INFORMATION

	Item 6.	Exhibits and Reports on Form 8-K                           	12-15



SIGNATURES	                                                          16

















<PAGE> 3

                     PART I.  FINANCIAL INFORMATION

                         GALAXY FOODS COMPANY

                           BALANCE SHEETS





                                              SEPTEMBER 30,     MARCH 31, 
                                                  1998             1998
                                              (Unaudited)      (Unaudited)

                                      ASSETS

CURRENT ASSETS:
Cash and cash equivalents                      $       598     $     20,069 
Trade receivables, net                           3,779,366        2,646,667 
Inventories                                      5,351,270        2,458,743 
Prepaid expenses                                   792,876          464,701 

Total current assets                             9,924,110        5,590,180 

PROPERTY & EQUIPMENT, NET                       10,854,687       10,668,155 
OTHER ASSETS                                       129,819          190,717 
    TOTAL                                      $20,908,616     $ 16,449,052 

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Book overdrafts                                $   634,080     $    836,762 
Line of credit                                   3,532,413        1,840,757 
Accounts payable - trade                         1,958,796        1,088,658 
Accrued liabilities                                388,517          453,662 
Current portion of term note payable               150,000          150,000 
Current portion of obligations 
  under capital leases                              18,944           21,517 

Total current liabilities                        6,682,750        4,391,356 
 
TERM NOTE PAYABLE, less current portion          2,825,847        1,276,847 
OBLIGATIONS UNDER CAPITAL LEASES,
   less current portion                              8,106           11,152 

Total liabilities                                9,516,703        5,679,355 

COMMITMENTS AND CONTINGENCIES                            -                -

STOCKHOLDERS' EQUITY:
Common stock                                       617,553          617,065 
Additional paid-in capital                      45,957,387       45,930,645 
Accumulated deficit                            (22,410,827)     (23,005,813)
                                                24,164,113       23,541,897 
Less:  Notes receivable arising from 
  the exercise of stock options and sale of 
  common stock                                  12,772,200       12,772,200 

Total stockholders' equity                      11,391,913       10,769,697 

    TOTAL                                      $20,908,616      $16,449,052 



See accompanying notes to condensed financial statements.

<PAGE> 4
                              GALAXY FOODS COMPANY

                              STATEMENTS OF INCOME

                                       SIX MONTHS ENDED   THREE MONTHS ENDED
                                        SEPTEMBER 30,      SEPTEMBER 30, 
                                      1998       1997      1998        1997
                                  (Unaudited)(Unaudited)(Unaudited)(Unaudited)

NET SALES                        $13,346,376 $10,915,451 $7,583,838 $5,031,997 
 
COST OF GOODS SOLD                 9,555,899   8,551,410  5,224,605  3,781,453 

Gross margin                       3,790,477   2,364,041  2,359,233  1,250,544 

OPERATING EXPENSES:
Selling                            1,454,906     940,190    877,045    526,993 
Delivery                             654,706     439,867    380,660    222,141 
General and administrative           937,094     721,965    554,182    336,199 
Research and development              87,872      96,147     47,354     52,388 
  Total operating expenses         3,134,578   2,198,169  1,859,241  1,137,721 

INCOME FROM OPERATIONS               655,899     165,872    499,992    112,823 

OTHER INCOME (EXPENSE):
Interest expense                     (96,297)    (39,830)   (53,832)    (7,885)
Interest income                            -       2,547          -        239 
Other income                          35,384      19,924      1,342     20,215 
Total                                (60,913)    (17,359)   (52,490)    12,569 

NET INCOME                        $  594,986  $  148,513  $ 447,502 $  125,392 

BASIC NET EARNINGS PER
  COMMON SHARE                    $     0.01  $        -  $    0.01 $        -

DILUTED NET EARNINGS PER 
  COMMON SHARE                    $     0.01              $     0.01  


               See accompanying notes to condensed financial statements.

<PAGE> 5
                             GALAXY FOODS COMPANY

                           STATEMENTS OF CASH FLOWS


                                                        SIX MONTHS ENDED
                                                          SEPTEMBER 30,
                                                        1998         1997
                                                  (Unaudited)     (Unaudited)
CASH FLOWS FROM/(USED IN) OPERATING
   ACTIVITIES:
Net Income                                      $     594,986    $    148,513 
   ADJUSTMENTS TO RECONCILE NET INCOME
   TO NET CASH PROVIDED BY (USED IN)
   OPERATING ACTIVITIES:
Depreciation expense                                  176,188         320,463 
Gain on sale of assets                                      -          (1,329)
Provision for losses on trade receivables              89,607               -   
Consulting and director fee expense paid through 
  issuance of common stock warrants                    15,560          39,813 
(Increase) decrease in:
  Trade receivables                                (1,222,306)       (205,596)
  Inventories                                      (2,892,527)       (763,715)
  Prepaid expenses                                   (282,837)        (38,154)
Increase (decrease) in:
  Accounts payable                                    870,138         961,587 
  Accrued liabilities                                 (65,145)        (23,370)
NET CASH PROVIDED BY (USED IN) 
  OPERATING ACTIVITIES                             (2,716,336)        438,212 

CASH FLOWS FROM/(USED IN) INVESTING
  ACTIVITIES:
Purchase of property and equipment                   (362,720)       (534,635)
Sale of marketable securities                               -         300,000 
NET CASH USED IN INVESTING ACTIVITIES                (362,720)       (234,635)

CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:
Net borrowings (repayments) on line of credit       1,691,656      (1,457,849)
Net draws on term note payable                      1,549,000       1,208,632 
Book overdrafts                                      (202,682)              -   
Principal payments on capital lease obligations        (5,619)        (17,272)
Proceeds from issuance of common stock, net of
  offering costs                                       25,730          16,521 
Proceeds from exercise of common stock options          1,500          45,234 
Refund of stock issuance costs                              -           8,750 
NET CASH FROM/(USED IN) FINANCING ACTIVITIES        3,059,585        (195,984)

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                   (19,471)          7,593 
CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                                           20,069          16,485 
CASH AND CASH EQUIVALENTS, END
   OF PERIOD                                      $       598    $     24,078 


       See accompanying notes to condensed financial statements.

<PAGE> 6
                             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-KSB dated May 29, 1998, 
except for Note 10 which is as of June 3, 1998, 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.

(3)	Inventories
	Inventories are summarized as follows:
                                     	SEPTEMBER 30,    	MARCH 31,
	                                        	1998	          		1998	
	                                    	(unaudited)				
	Raw materials	                       $  2,493,103    	$	1,277,783
	Finished goods	                         2,858,167     		1,180,960
		Total	                              $  5,351,270    	$	2,458,743

(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 September 30, 1998:

                         														Three months			 Six months
															                         ended September 30, 1998

	Basic net earnings per share						$           .01		 $          .01

	Weighted average shares outstanding - 
    basic	                              61,717,045	      61,716,800
	Potential shares exercisable under 
    stock option plans        									  1,114,000	       1,114,246		
	Potential shares exercisable under 
    warrant	agreements 	       								  7,738,961        7,738,961	
	Less:  Shares assumed repurchased under
	     Treasury stock method							      (6,909,735)	     (6,909,489)	

	Average shares outstanding - diluted 			63,660,271		   	63,660,518
	Diluted earnings per share						   $	          .01		 $  	       .01		
	
<PAGE> 7
                            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 six months ended September 30,									    1998          1997

Noncash financing and investing activities:	
	Consulting and directors fees paid through 
  issuance of common stock warrants           	$  15,560     $   39,813 		
		
Cash paid for:
	Interest                                     	$  96,297    	$   39,830	

	

<PAGE> 8
                              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 $7,583,838 in the quarter ended September 30, 
1998, compared to net sales of $5,031,997 for the quarter ended 
September 30, 1997, an increase of 51%.  Net sales were $13,346,376 
for the six months ended September 30, 1998 as compared to $10,915,451 
for the same period one year ago, an increase of 22%.  The increase in 
sales was attributed to an increase in marketing activities to promote the 
Company's Veggie brand of products.  In addition, as a result of 
increased brand awareness and marketing activities, there has 
been an escalation of orders from major retail and food service 
customers throughout fiscal 1998 and through the second quarter 
of fiscal 1999. The Company expects this trend in sales volume to 
continue throughout fiscal 1999.

Cost of Goods Sold were $5,224,605 representing 69% of net sales 
for the quarter ended September 30, 1998, compared with 
$3,781,453 or 75% of net sales for the same period ended 
September 30, 1997.  Cost of Goods Sold were $9,555,899 for the 
six months ended September 30, 1998, representing 71.5% of net 
sales as compared to $8,551,410 or 78% of net sales for the six 
months ended September 30, 1997.  The Company was able to improve 
gross margin by focusing on production efficiencies, price 
control and changes in the product mix to focus on sales of 
higher margin, branded products.

Selling expenses were $877,045 for the quarter ended September 
30, 1998, compared with $526,993 for the same period ended 
September 30, 1997, an increase of 66%.  For the six months ended 
September 30, 1998, selling expenses were $1,454,906 as compared 
to $940,190 for the same period one year ago.  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.  In addition, there are variable expenses, 
including brokerage commissions that increase in proportion to 
the increase in sales. 
 
Delivery expenses were $380,660 for the quarter ended September 
30, 1998, compared with $222,141 for the same period ended 
September 30, 1997, a 71% increase.  Delivery expenses were 
$654,706 for the six months ended September 30, 1998 as compared 
to $439,867 for the six months ended September 30, 1997.  The 
increase in delivery costs is a result of the increase in sales 
shipments to customers for the periods ended September 30, 1998 
as compared with the same periods in the prior year.  In 
addition, shipping rates experienced an increase during this 
quarter over the same quarter a year ago.    

<PAGE>9
General and Administrative expenses were $554,182 for the quarter 
ended September 30, 1998, compared with $336,199 for the same 
period ended September 30, 1997, a 65% increase.  General and 
administrative expenses increased 30% to $937,094 for the six 
months ended September 30, 1998 as compared to $721,964 for the 
same period on year ago.  This change is primarily attributed to 
increased expenses for consulting services and employee salaries.    

Research and Development expenses were $47,354 for the quarter 
ended September 30, 1998, compared with $52,388 for the quarter 
ended September 30, 1997.  These expenses were $87,872 for the 
six months ended September 30, 1998 as compared to $96,147 for 
the same period one year ago.  This decrease in expenses is 
largely due to a reduction in costs related to fewer new products 
in the development stage during fiscal 1999 as compared to the 
same period in fiscal 1998

Other Income and Expenses netted to $52,490 in expense for the 
quarter ended September 30, 1998 as compared to $12,569 in income 
for the quarter ended September 30, 1997.  These expenses netted 
to $60,913 for the six months ended September 30, 1998 as 
compared to $17,359 for the same period in fiscal 1998.  Interest 
expense increased due to additional draws on the line of credit 
and the capitalization of interest expense to the equipment line 
of credit during fiscal 1998. 

Liquidity and Capital Resources 

Operating Activities -- Net cash used by operating activities was 
$2,716,336 for the six months ended September 30, 1998 compared 
to net cash provided of $438,212 for the same period in 1997.  
This change in operating activities is the result of a build-up 
of inventory and accounts receivable associated with an increase 
in sales during the latter portion of the quarter ended September 
30, 1998.  In addition, in an effort to increase response time to 
customer orders, the Company is accumulating an inventory of 
finished goods for their most post popular product lines. 

Investing Activities -- Net cash used in investing activities 
totaled $362,750 for the period ended September 30, 1998 compared 
to net cash used of $234,635 for the same period in 1997.   The 
increase in cash used for investing activities resulted from the 
sale of marketable securities  during fiscal 1998.  As of 
September 30, 1997, all marketable securities had been sold by 
the Company.

Financing Activities -- Net cash flows from financing activities 
were $3,059,585 for the six months ended September 30, 1998 
compared to cash flows used in financing activities of $195,984 
for the same period in 1997.  This increase is attributed to 
increased draws on the Company's line of credit to finance the 
increase in accounts receivable and inventory.  

On November 1, 1997, 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 1998.  

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.  As of March 31, 
1998, the balance outstanding under this agreement was 
$1,426,847.

<PAGE> 10
During June 1998, the Company signed an amendment to the above 
contract which expanded the line of credit availability to $3.5 
million and the term not payable to $3 million.  The amendment 
also reduced the interest on the line of credit and term note to 
prime plus one percent. 

On October 8, 1998, the Company entered into an agreement
whereby the Company would issue 2,500,000 shares of the Company's common 
stock to an individual in a private placement.  The shares were issued at
a price equal to the Common Stock's closing bid price on the date of the 
agreement.  The per share price was $0.375, resulting in $937,500 in net
proceeds.  The Company intends to utilize the proceeds for working capital 
needs of the Company such as to increase inventory levels, expand marketing 
efforts and for general corporate purposes.  

Outlook

Management is not aware of any adverse trends that would 
materially affect the Company's projected financial growth.  It 
is expected that fiscal 1998 will be another year of continued 
improvement for the Company.

Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board (the 
"FASB") issued Statement of Financial Accounting Standards 
("SFAS") No. 130, "Reporting Comprehensive Income" ("FAS 130") 
and No. 131. "Disclosure about Segments of an Enterprise and 
Related Information" ("FAS 131").  FAS 130 establishes standards 
for the way that public companies report information about 
operating segments in annual financial statements and requires 
reporting of selected information about operating segments in 
interim financial statements issued to the public.  Both FAS 130 
and FAS 131 are effective for periods beginning after December 
15, 1997.  Because of the recent issuance of the standards, 
management has been unable to fully evaluate the impact, if any, 
they may have on future financial statement disclosures.

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 of 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, 2001 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 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 June 30, 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.

<PAGE> 11
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 is in the process of requesting 
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.  At this time, the Company has not yet received 
sufficient certifications to be assured that its customer, 
suppliers, shippers, utilities, financial institutions, and 
transfer agent have fully considered and mitigated any potential 
material impact of the Year 2000 deficiencies.  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.

Because the Company is still evaluating 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 has not yet developed a comprehensive 
contingency plan and are unable to identify "the most reasonably 
likely worst case scenario" at this time.   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.


<PAGE> 12
                         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-QSB.

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			1987 Stock Plan of the Company, as amended (Filed as 
Exhibit 4(d) to the Company's Registration Statement on 
Form S-8, No. 33-46167, incorporated herein by 
reference.)

*10.2			Form of Non-Qualified Stock Option Agreement between 
the Company and certain directors (Filed as Exhibit 10 
(n) to the Company's Report on Form 10-KSB for fiscal 
year ended March 31, 1988, and incorporated herein by 
reference.)

*10.3			Form of Incentive Stock Option Agreement issued 
pursuant to the Company's 1987 Stock Plan (Filed as 
Exhibit 10 (o) to the Company's Report on Form 10-KSB 
for fiscal year ended March 31, 1988, and incorporated 
herein by reference.)

*10.4			1991 Non-Employee Director Stock Option Plan of the 
Company (Filed as Exhibit 4 (g) to the Company's 
Registration Statement on Form S-8, No. 33-46167, 
incorporated herein by reference.)

*10.5			1991 Employee Stock Purchase Plan of the Company 
(Filed as Exhibit 4 (h) to the Company's Registration 
Statement on Form S-8, No. 33-46167, incorporated 
herein by reference.)

* Previously filed

<PAGE> 13
Exhibit No	Exhibit Description

*10.6			Lease Agreement between ANCO Company and Company 
dated as of November 13, 1991 (Filed as Exhibit 10 (bb) 
to the Company's Report on Form 10-KSB for fiscal year 
ended March 31, 1992, and incorporated herein by 
reference.)

*10.7			Factoring Agreement, Assignment and Repurchase 
Agreement, Security Agreement and Power of Attorney, 
dated as of June 1, 1993, between the Company and 
J.T.A. Factors, Inc. (Filed as Exhibit 10 (nn) to the 
Company's Report on Form 10-QSB for the quarterly 
period ended June 30, 1993.)

*10.8			Company's Registration Statement on Form S-8, Number 
33-69546, filed September 28, 1993 (Filed as Exhibit 
10.40 to the Company's Registration Statement on Form 
SB-2, No. 33-80418, and incorporated herein by 
reference.)

*10.9			Post-Effective Amendment No. 1 to Company's 
Registration Statement on Form S-8, No. 33-69546, filed 
October 28, 1993 (Filed as Exhibit 10.41 to the 
Company's Registration Statement on Form SB-2, No. 33-
80418, and incorporated herein by reference.)

*10.10			Company's Registration Statement on Form S-8, No. 
33-78684, filed May 6, 1994 (Filed as Exhibit 10.42 to 
the Company's Registration Statement on Form SB-2, No. 
33-80418, and incorporated herein by reference.)

*10.11			Post-Effective Amendment No. 1 to Company's 
Registration Statement on Form S-8, No. 33-78684 (Filed 
June 6, 1994, and incorporated herein by reference.)

*10.12			Company's Registration Statement on Form S-8, No. 
33-81636 (Filed July 18, 1994, and incorporated herein 
by reference.)

*10.13			Post-Effective Amendment No. 1 to Company's 
Registration Statement on Form S-8, No. 33-81636 (Filed 
August 10, 1994, and incorporated herein by reference.)

*10.14			Subscription for shares and investment letter, dated 
November 4, 1994, between the Company and Angelo S. 
Morini (Filed as Exhibit 10.122 on report 10-QSB, for 
the quarterly period ended December 31, 1994, and 
incorporated herein by reference.)

*10.15			Balloon promissory note, dated November 4, 1994 
(Filed as Exhibit 10.123 on report 10-QSB, for the 
quarterly period ended December 31, 1994, and 
incorporated herein by reference.)

*10.16			Stock pledge and security agreement dated November 
4, 1994 (Filed as Exhibit 10.124 on report 10-QSB, for 
the quarterly period ended December 31, 1994, and 
incorporated herein by reference.)

*10.17			First Amendment to Lease Agreement between ANCO 
Company and the Company dated as of  April 1, 1994 
(Filed as Exhibit 10.76 on report 10-KSB for the fiscal 
year ended March 31, 1995, and incorporated herein by 
reference.)

*10.18			Consulting Agreement, dated March 15, 1995, between 
Lee Chira and the Company (Filed as Exhibit 10.77 on 
report 10-KSB for the fiscal year ended March 31, 1995, 
and incorporated herein by reference.)


* Previously filed 
<PAGE> 14
Exhibit No	Exhibit Description 

*10.19			Consulting Agreement, dated March 15, 1995, between 
Martin Consulting, Inc. and the Company (Filed as 
Exhibit 10.78 on report 10-KSB for the fiscal year 
ended March 31, 1995, and incorporated herein by 
reference.)

*10.20			Selling Agreement, dated February 6, 1995, between 
Sands Brothers & Co., Ltd. and the Company (Filed as 
Exhibit 10.79 on report 10-KSB for the fiscal year 
ended March 31, 1995, and incorporated herein by 
reference.)

*10.21			Amendment Number 1 to Selling Agreement, dated 
February 14, 1995, between Sands Brothers & Co., Ltd. 
and the Company (Filed as Exhibit 10.80 on report 10-
KSB for the fiscal year ended March 31, 1995, and 
incorporated herein by reference.)

*10.22			Amendment Number 2 to Selling Agreement, dated March 
8, 1995, between Sands Brothers & Co., Ltd. and the 
Company (Filed as Exhibit 10.81 on report 10-KSB for 
the fiscal year ended March 31, 1995, and incorporated 
herein by reference.)

*10.23			Consulting agreement between the Company and Koi 
Communications Corporation, dated June 1, 1995. (Filed 
as Exhibit 10.82 on report 10-QSB for the quarterly 
period ended June 30, 1995, and incorporated herein by 
reference.)

*10.24			Employment Agreement dated as of October 10, 1995, 
by and between the Company and Angelo S. Morini (Filed 
as Exhibit 10.83 on report 8-K, and incorporated herein 
by reference.)

*10.25			Balloon Promissory Note dated as of October 11, 
1995, by Angelo S. Morini in favor of the Company 
(Filed as Exhibit 10.84 on report 8-K, and incorporated 
herein by reference.)

*10.26			Stock Pledge and Security Agreement dated as of 
October 11, 1995, by and between the Company and Angelo 
S. Morini (Filed as Exhibit 10.85 on report 8-K, and 
incorporated herein by reference.)

*10.27			Consulting agreement between the Company and 
Marshall K. Luther dated August 28, 1995 (Filed as 
Exhibit 10.86 on Form 10-QSB/A for the nine months 
ended December 31, 1995, and incorporated herein by 
reference.)

*10.28	Amendment to Factoring Agreement (original agreement 
dated June 1, 1993) dated January 29, 1996 between the 
Company and J.T.A. Factors, Inc. (Filed as Exhibit 
10.28 on Form 10-KSB for fiscal year ended March 31, 
1996, and incorporated herein by reference.)

*10.29			1996 Amendment and Restatement of the 1991 Non-
Employee Director Stock Option Plan (Filed as Exhibit 
10.29 on Form 10-KSB for fiscal year ended March 31, 
1997, and incorporation herein by reference.)

*10.30			1996 Stock Plan (Filed as Exhibit 10.30 on Form 10-
KSB for fiscal year ended March 31, 1997, and 
incorporation herein by reference.)



* Previously filed

<PAGE> 15
Exhibit No	Exhibit Description 

*10.31			Line of Credit Agreement with Finova Financial 
Services (Filed as Exhibit 10.31 on Form 10-KSB for 
fiscal year ended March 31, 1997, and incorporation 
herein by reference.)

*10.32			Second Amendment to the Lease Agreement between ANCO 
Company and the Company dated as April 1, 1994 (Filed 
as Exhibit 10.32 on Form 10-KSB for fiscal year ended 
March 31, 1997, and incorporation herein by reference.)

 *10.33		Purchase Money Accommodation for the Purchase of 
Specific Equipment with FINOVA Financial Services 
(Filed as exhibit 10.33 on Form 10-QSB for quarter 
ended June 30, 1997, and incorporation herein by 
reference.)

 27				Financial Data Schedule (Filed herewith.)


Reports on Form 8-K

				Form 8-K filed on September 11, 1998 to disclose 
    possible Nasdaq delisting of the Company's common stock 
    from the Small-Cap Exchange.	

* - Previously filed

<PAGE> 16
                                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: October 28, 1998 	             /s/Angelo S. Morini                
	                                    Angelo S. Morini
	                                    Chairman and President
	                                    (Principal Executive Officer)


Date:  October 28, 1998              /s/Cynthia L. Hunter 	                    
                                    	Cynthia L. Hunter, CPA
                                    	Chief Financial Officer
                                    	(Principal Financial and 
                                     Accounting Officer)