FORM 10-QSB
               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, 1997
                               
                               
                               
                               
                 _____________________________
                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 June 30, 1997, there were 58,583,332 shares of
Common Stock $.01 par value per share, outstanding.
<PAGE> 2
                      GALAXY FOODS COMPANY
                      Index to Form 10-QSB
For Quarter Ended June 30, 1997
                                                          PAGE
NO. PART I. FINANCIAL INFORMATION
  Item 1. Financial Statements
     Condensed Balance Sheets                                 3
     Condensed Statements of Operations                       4
     Condensed Statements of Stockholders' Equity             5
     Condensed Statements of Cash Flows                     6-7
     Notes to Condensed Financial Statements                8-9

  Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations   10-11



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

                   CONDENSED BALANCE SHEETS

                               

                               

                                          JUNE 30,     MARCH 31, 
                                            1997         1997
                                        (Unaudited)
                            ASSETS
                               
CURRENT ASSETS:
  Cash and cash equivalents             $  19,384      $  16,485
  Marketable securities                        --        298,671
  Trade receivables, net                2,372,258      1,631,268
  Inventories                           2,291,512      1,802,244
  Prepaid expenses                        262,976        346,082
     Total current assets               4,946,130      4,094,750
PROPERTY & EQUIPMENT, NET               8,656,099      8,186,009
OTHER ASSETS                              198,955        211,687
        TOTAL                         $13,801,184    $12,492,446

             LIABILITIES AND STOCKHOLDERS' EQUITY
                               
CURRENT LIABILITIES:
  Line of credit                       $1,396,670    $1,370,953
  Accounts payable - trade              1,714,370       449,227
  Accrued liabilities                     407,703       418,968
  Current portion of obligations
    under capital leases                   22,104        24,396
     Total current liabilities          3,540,847     2,263,544

OBLIGATIONS UNDER CAPITAL LEASES,
  less current portion                     25,232        32,668
     Total liabilities                  3,566,079     2,296,212

COMMITMENTS AND CONTINGENCIES                  --            --

STOCKHOLDERS' EQUITY:

  Convertible preferred stock                  18            26
  Common stock                            585,833       571,282
  Additional paid-in capital           45,781,669    45,780,462
  Accumulated deficit                 (23,360,215)  (23,383,336) 
                                       23,007,305    22,968,434
  Less:  Notes receivable arising from
         the exercise of stock options
         and sale of common stock      12,772,200    12,772,200
     Total stockholders' equity        10,235,105    10,196,234
        TOTAL                         $13,801,184   $12,492,446


   See accompanying notes to condensed financial statements.
                               
<PAGE> 4
                     GALAXY FOODS COMPANY
                               
              CONDENSED STATEMENTS OF OPERATIONS
                               
                                           THREE MONTHS ENDED
                                                JUNE 30,
                                           1997           1996
                                       (Unaudited)     (Unaudited) 

NET SALES                              $ 5,883,454   $ 3,354,980

COST OF GOODS SOLD                       4,769,957     2,951,616
  Gross margin                           1,113,497       403,364

OPERATING EXPENSES:
  Selling                                 413,197        364,957
  Delivery                                217,726        116,976
  General and administrative              385,766        336,213
  Research and development                 43,759         58,541
     Total operating expenses           1,060,448        876,687

INCOME (LOSS) FROM OPERATIONS              53,049       (473,323)

OTHER INCOME (EXPENSE):
  Interest expense                        (31,945)        (7,578)
  Interest income                           2,308         39,016
  Other income (expense)                     (291)         2,652
     Total                                (29,928)        34,090
NET INCOME (LOSS)                          23,121       (439,233)
PREFERRED STOCK DIVIDENDS                      --     (1,594,406)*
NET INCOME (LOSS) APPLICABLE TO
  COMMON STOCK                          $  23,121    $(2,033,639)*

INCOME (LOSS) PER COMMON SHARE          $     .00    $      (.06)*

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                     61,700,259     34,144,011





*  Amounts have been restated to reflect a stock dividend on
preferred stock which is convertible at a discount from market
value at the date of issuance (See Note 3).

    See accompanying notes to condensed financial statements.

<PAGE> 5

                              GALAXY FOODS COMPANY

<TABLE>								
<CAPTION>                                            	Convertible							
                               Common Stock         Preferred Stock      Additional                  Notes Rec &	
                                          Par                   Par       Paid-In      Accumulated  Subs. for	
                               Shares    Value       Shares    Value      Capital        Deficit   Common Stock	         Total
<S>                         <C>        <C>         <C>      <C>        <C>           <C>             <C>            <C>
Balance at March 31, 1996,
as restated                53,421,848  $ 534,218        --  $     --   $ 38,582,938* $ (19,052,270)   $(12,796,200)  $  7,268,686
		
Exercise of options            96,166        962        --        --         47,321             --              --         48,283

Exercise of warrants          215,000      2,150        --        --        120,163             --              --        122,313

Issuance of common stock	
under employee stock 
purchase plan                  91,879        919        --        --         86,681             --              --         87,600

Collection of note receivable      --         --        --        --             --             --          24,000         24,000

Issuance of common stock
through Reg D offering      1,337,524     13,375        --        --      1,846,096             --              --      1,859,471

Issuance of convertible 
preferred stock through Reg
D offering                         --         --     4,000        40      3,733,901             --              --      3,733,941

Conversion of preferred
stock into common stock     1,965,824     19,658    (1,443)      (14)       (19,644)            --              --             --
															
Issuance and revaluation
of warrants                        --         --        --        --       (211,400)            --              --       (211,400)

Preferred stock dividend           --         --        --        --      1,594,406     (1,594,406)             --             --

Net loss                           --         --        --        --             --     (2,736,660)             --     (2,736,660)
	
Balance at March 31, 1997  57,128,241  $ 571,282     2,557  $     26   $ 45,780,462  $ (23,383,336)   $(12,772,200)  $ 10,196,234

Exercise of options            78,166        782        --        --         38,501             --              --         39,283

Conversion of preferred
stock into common stock     1,455,091     14,551      (768)       (8)       (14,543)            --              --             --

Issuance of warrants               --         --        --        --          7,000             --              --          7,000

Refund of stock issuance costs     --         --        --        --          8,750             --              --          8,750

Net income                         --         --        --        --             --         23,121              --         23,121

Balance June 30, 1997      58,583,332  $ 585,833     1,789  $     18   $ 45,781,669  $ (23,360,215)  $ (12,772,200)  $ 10,235,105

</TABLE>
*  Amounts have been restated to reflect a stock dividend on preferred stock
which is convertible at a discount from market value at the date of issuance
(See Note 3).

        See accompanying notes to condensed financial statements.

<PAGE> 6
                      GALAXY FOODS COMPANY

               CONDENSED STATEMENTS OF CASH FLOWS


                                           THREE MONTHS ENDED
                                              JUNE 30,
                                          1997           1996
                                       (Unaudited)   (Unaudited)

CASH FLOWS FROM/(USED IN) OPERATING
   ACTIVITIES:
  Net Income (Loss)                     $  23,121     $(439,233)

   ADJUSTMENTS TO RECONCILE NET INCOME
   (LOSS) TO NET CASH PROVIDED BY (USED IN)
   OPERATING ACTIVITIES:
  Depreciation expense                    157,497        96,393
  Gain on sale of assets                  (1,329)            --
  Consulting and director fee expense 
    paid through issuance of 
    common stock warrants                  8,346         16,500
  (Increase) decrease in:
    Trade receivables                   (740,990)      (624,786)
    Inventories                         (489,268)      (480,190)
    Prepaid expenses                       83,106       (55,863)
  Increase (decrease) in:
    Accounts payable                    1,265,143         3,544
    Accrued liabilities                  (11,265)       (24,207)
  NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                    294,361    (1,507,842)

CASH FLOWS FROM/(USED IN) INVESTING
   ACTIVITIES:
  Purchase of marketable securities            --    (2,013,742)
  Purchase of property and equipment     (627,587)     (404,607)
  (Increase) decrease in other assets      11,386       (46,441)
  Sale of marketable securities           300,000            --
  NET CASH USED IN INVESTING
  ACTIVITIES                            (316,201)    (2,464,790)

CASH FLOWS FROM/(USED IN) FINANCING
   ACTIVITIES:
  Net borrowings on line of credit         25,717            --
  Principal payments on note payable           --       (63,451)
  Principal payments on capital lease 
    obligations                            (9,728)      (16,711)
  Proceeds from issuance of common stock, 
    net of offering costs                      --     1,859,471
  Proceeds from issuance of convertible 
    preferred stock, net of offering costs     --     3,733,941
  Proceeds from exercise of common stock 
    options                                    --         7,500
  Refund of stock issuance costs            8,750            --
  Collection of note receivable for 
    common stock                               --        24,000
  NET CASH FROM FINANCING
  ACTIVITIES                               24,739     5,544,750

<PAGE> 7
                     GALAXY FOODS COMPANY
                               
        CONDENSED STATEMENTS OF CASH FLOWS (continued)
                               
                               
                                           THREE MONTHS ENDED
                                                JUNE 30,
                                           1997          1996
                                       (Unaudited)   (Unaudited)

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                         2,899     1,572,118

CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                               16,485       127,936

CASH AND CASH EQUIVALENTS, END
   OF PERIOD                            $  19,384    $1,700,054






    See accompanying notes to condensed financial statements. 

<PAGE> 8
                     GALAXY FOODS COMPANY
                      
             NOTES TO CONDENSED 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 condensed financial statements should be read in conjunction    
     with the financial statements and the related disclosures contained    
     in the Company's Form 10-KSB dated June 20, 1997, 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)  Restatement of Stockholders' Equity
     In March 1997, the Securities and Exchange Commission Staff
     (the "Staff") announced its position on accounting for
     preferred stock which is convertible into common stock at
     a discount from the market rate at the date of issuance.  The
     Staff's position is that a preferred stock dividend should
     be recorded for the difference between the conversion price
     and the quoted market price of common stock at the date of
     issuance.  To comply with this position, the Company restated   
     its prior year's financial statements to reflect a dividend   
     of $3,130,294 related to the fiscal 1996 sales of convertible   
     preferred stock.  In compliance with the Staff's position, the    
     Company also recorded a preferred stock dividend in the amount  of  
     $1,594,406  in  fiscal 1997, for the April 1996 sale of convertible 
     preferred stock.

(4)  Inventories
     Inventories are summarized as follows:
                                          JUNE 30,     MARCH 31,
                                            1997          1997
                                         (unaudited)
     Raw materials                      $1,557,282    $1,136,269
     Finished goods                        734,230       665,975
      Total                             $2,291,512    $1,802,244


(5)  Net Income (Loss) per Share
     Net income per share is computed based on the weighted average    
     number of shares outstanding during the period, plus common   
     equivalent shares arising from the effect of convertible preferred    
     stock and the assumed exercise of dilutive common stock warrants   
     and employees' stock options, less the number of treasury shares   
     assumed to be purchased from the proceeds under the treasury stock   
     method and the per share  market value of the common stock.    The
     difference between shares for primary and fully diluted income  per
     share was not material; accordingly, fully diluted income
     per share is not presented.

     Net loss per share is computed based on the weighted average
     number of shares outstanding during the period.  Common
     stock equivalents have not been included in the calculation
     of net loss per share as the effect would be antidilutive.

<PAGE> 9

                      GALAXY FOODS COMPANY
             NOTES TO CONDENSED FINANCIAL STATEMENTS
                           (Continued)

(5)  Net Income (Loss) per Share - Continued
     In February 1997, the Financial Accounting Standards  Board
     issued Statement of Financial Accounting Standards No.  128
     "Earnings Per Share" ("SFAS  128").  SFAS 128 establishes new
     standards for computing and presenting earnings per share
     ("EPS").  Specifically, SFAS 128 replaces the presentation
     of primary EPS with a presentation of basic EPS, requires
     dual presentation of basic and diluted EPS on the  face of
     the income  statement for all entities with complex capital
     structures and requires a reconciliation of the numerator
     and denominator of the basic EPS computation to the
     numerator and denominator of the diluted EPS computation.
     SFAS 128 is effective for financial statements issued for periods    
     ending after December 15, 1997; earlier application is not permitted.    
     EPS  for  the  quarters  ended June 30, 1997 and June 30, 1996 
     computed under SFAS 128 would not be materially different than 
     previously computed.

 (6) 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,            1997        1996

     Noncash financing and investing activities:
        Consulting and directors fees paid 
          through issuance of common stock 
          warrants                              8,346      16,500
          
     Cash paid for:
        Interest                               31,945      14,557

<PAGE> 10
                      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 Condensed 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 lactosefree  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 $5,883,454 in the quarter ended June  30,
1997, compared  to net sales of $3,354,980 for the quarter
ended  June 30,  1996. The  75%  increase in sales was attributed  
to the introduction of new products to the retail market and an
increase in  marketing  activities  to promote  these  new
products.  In addition,  there  has  been an escalation of  orders  from
major retail  and  food  service customers throughout fiscal
1997  and through  the  first quarter of fiscal 1998. The
Company  expects this trend in sales volume to continue throughout 
fiscal 1998.

Cost  of Goods Sold were $4,769,957 representing 81% of net
sales for the quarter ended June 30, 1997, compared with
$2,951,616  or 88%  of  net sales for the same period ended June 30, 1996. 
The Company  was  able  to  improve  gross  margin  by  focusing on
production efficiencies, price control and changes in the product mix.

Selling  expenses were $413,197 for the quarter  ended  June
30, 1997,  compared with $364,957 for the same period ended
June  30, 1996.   The 13% increase in expenses over the same
period a  year ago  is  mainly  attributed to an increase in
marketing  efforts resulting  in initial product introduction
charges, and increased advertising  and brokerage costs
associated with the increase  in sales volume.

Delivery  expenses were $217,726 for the quarter ended  June
30, 1997,  compared with $116,976 for the same period ended
June  30, 1996.   The 86% increase in delivery costs is a
direct result  of the  increase  in  sales shipments to
customers for  the  quarter ended June 30, 1997 as compared
with the same period in the prior year.

General and Administrative expenses were $385,766 for the
quarter ended  June 30, 1997, compared with $336,213 for the
same  period ended June 30, 1996.  The 15% increase is
primarily attributed to increased expenses for consulting
services and employee salaries.

<PAGE> 11
Research  and Development expenses were $43,759 for  the
quarter ended  June 30, 1997, compared with $58,541 for the
quarter ended June  30,  1996.   This decrease in expenses is
largely  due  to employee  relocation allowances paid during
the first quarter  of fiscal  1997.  No such allowances were
paid in the first  quarter of fiscal 1998.

Other  Income and Expenses netted to $29,928 in expense  for
the quarter ended June 30, 1997 as compared to $34,090 in
income  for the  quarter  ended June 30, 1996.  During the
first  quarter  of fiscal  1998, interest expense was increased
due to the  line  of credit  secured by the Company on November
1, 1997.   During  the first  quarter  of  fiscal  1997,  the
Company  held  marketable securities   which  earned  interest
income;  these   marketable securities  were  partially  sold
during  fiscal  1997  and  were completely liquidated as of
June 30, 1997.

Liquidity and Capital Resources

Operating Activities -- Net cash provided by operating
activities was  $294,361 for the period ended June 30, 1997
compared to  net cash used of $1,507,842 for the same period in
1996.  This change in operating activities is the result of
increased sales combined with  a  decline  in  general  and
administrative  costs  as   a percentage  of  sales  and an
improvement in  gross  margin.  In addition,  accounts payable has 
increased due to  large customer orders and expanded production volume.

Investing  Activities  -- Net cash used in  investing
activities totaled  $316,201 for the period ended June 30, 1997
compared  to net  cash  used of $2,464,790 for the same period
in 1996. The decline  in cash used for investing activities resulted from
the purchase  of  marketable  securities  with  cash  reserves
from financing activities in the first quarter of fiscal 1997.
As  of June  30,  1997, all marketable securities had been sold
by  the Company.

Financing  Activities -- Net cash flows from financing
activities were $24,739 for the three months ended June 30,
1997 compared to $5,544,750  for  the same period in 1996.  The
large  cash  flows from financing activities in the three
months ended June 30, 1996 resulted from a Regulation S
offering of the Company's stock.

On  April 16, 1996, the Company completed a private placement of
1,337,524  shares of the Company's common stock at  an
aggregate price   of   $2,000,000,  and  4,000  shares  of  the
Company's convertible preferred stock at an aggregate price of
$4,000,000.  

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.  At June 30, 1997, the balance
outstanding under this line of credit agreement was $1,396,670.

On  June  27,  1997, the Company secured a $1.5 million
Purchase Money  Machinery and Equipment Accommodation 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 June 30, 1997,  
no  amounts  were outstanding under this agreement.

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.
              
<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 S8, 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 SB2, 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 Exhibit10.40 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.  3380418, 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  10KSB  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 Exhibit10.86  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 herewith.)

 27             Financial Data Schedule (Filed herewith.)


Reports on Form 8-K

          No  reports  on  Form 8-K were filed during  the
          three months ended June 30, 1997.
          
          
          
* - 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:  July 22, 1997          /s/ Angelo S. Morini
                              Angelo S. Morini
                              Chairman and President
                              (Principal Executive
                              Officer)
                              
                              
                              
                              
                              
                              
Date:  July 22, 1997          /s/ Cynthia L. Hunter
                              Cynthia L. Hunter, CPA
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)
                              
                              
                          Exhibit 10.33

                  Purchase Money Accommodation
                  for the Purchase of Specific
                Equipment with FINOVA Financial
                           Services
                 
                 
June 27, 1997

Galaxy Food Corporation
2441 Viscount Row
Orlando, FL  32809

Gentlemen:

Reference is made to that certain Security Agreement (Accounts
Receivable, Inventory and Equipment) dated November 1, 1996
(the "Security Agreement") by and between FINOVA Capital
Corporation ("FINOVA") and Galaxy Foods Company ("Borrower").
Borrower has requested and FINOVA has agreed to make certain
loans and advances for the purchase of machinery and equipment
more specifically described in Schedule "A" annexed hereto and
made a part hereof in the amount of $1,500,000 (the "Purchase
Money M&E Advance").  Accordingly, FINOVA and Borrower hereby
agree to the following amendments and modifications to the
Security Agreement effective upon the execution and delivery
of this Agreement to
FINOVA:
1.The line of credit defined in paragraph 1.10 of the Security
Agreement is changed from $2,000,000 to $3,500,000;

  2.Paragraph 2.1 of the Security Agreement shall be modified
by inserting the following language before the final period
("."):
      "and FINOVA shall make a loan or loans for the benefit of
  Borrower in the amount of $1,500,000 (the "Purchase Money M&E
  Advance").  The Purchase Money M&E Advance (whether made in
  one or more advances) shall be used by Borrower solely to pay
  Hart Design & MFG, Inc., FMS Manufacturing Company, Serpa
  Packaging Solutions, Tile BY Charles, Inc., Blentech
  Corporation, and Midwest Refrigeration, Inc. (collectively,
  the "Supplier") for the purchase of the equipment described
  on Schedule "A" annexed hereto (the "Equipment") in
  accordance with the terms of the agreements between Borrower
  and Supplier, and where that Equipment shall be located
  solely at the Borrower's premises set forth on the cover page
  to this Agreement (as such premises may change in accordance
  with this Agreement).  The Purchase Money M&E Advance shall
  be repaid in arrears to FINOVA in principal installments in
  the amount of $12,500 per month and shall be charged against
  the account in Borrower's name on the last day of the first
  month immediately following the month in which the initial
  Purchase Money M&E Advance is made by FINOVA and on the last
  day of each month thereafter until the date that this
  Agreement is terminated (whether at the end of the initial
  term, the end of any renewal term, or upon the occurrence of
  an event of default) at which time the entire balance of the
  Purchase Money M&E Advance together with all interest and
  costs thereon shall be due and payable to FINOVA.
  Notwithstanding the foregoing, if the term set forth in
  paragraph 9.1 of this Agreement is extended either by
  amendment to this Agreement or by renewal of the term as
  provided for hereunder the Borrower shall continue to make
  monthly principal installments of $12,500 per month through
  and including June 1, 1999 and commencing on July 1, 1999,
  the principal monthly installments shall be in the amount of
  $100,000 per month and shall continue on the last day of each
  month thereafter until the earlier of:  (a) the costs thereon
  shall have been paid to FINOVA; or (b) the termination of
  this Agreement (whether at the end of any term, or upon the
  occurrence of an event of default).  Notwithstanding the
  foregoing, FINOVA shall have the right at any time to demand
  and receive the immediate repayment of the entire balance of
  the Purchase Money M&E Advance in the event (a) of any
  default or termination under this Agreement; (b) of any
  reduction in the value of the Borrower's machinery and
  equipment; or (c) that FINOVA, in its sole and absolute
  discretion, shall consider the Purchase Money M&E Advance
  insecure."; and

3.The facility fee provided for in paragraph 3.5 of the
Security Agreement shall be adjusted to reflect the increase in
the line of credit provided for in paragraph 1 of this letter,
effective as of the contract year commencing November 1, 1997.
  Except as modified herein, all of the terms and conditions
contained in the Security Agreement shall remain in full force
and effect and in all respects unchanged.



                                  FINOVA CAPITAL CORPORATION
                               
                                 /s/ Philip Conimaccio
                                 Philip Conimaccio, Vice President


ACCEPTED AND AGREED TO
THIS 27TH DAY OF JUNE, 1997;

GALAXY FOODS COMPANY

/s/Angelo S. Morini
Angelo S. Morini, President