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 December 31, 1996
                                
                                
                                
                  _____________________________
                                
                 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 February 11, 1997, there were 56,840,259 Shares of Common
Stock, $.01 par value per share, outstanding.
                                
                                
                                
                                
                                
<PAGE> 2
                      GALAXY FOODS COMPANY
                                
                      Index to Form 10-QSB
               For Quarter Ended December 31, 1996
                                
                                
                                
                                
                                                          PAGE NO.

PART I. FINANCIAL INFORMATION

  Item 1.  Financial Statements

     Balance Sheets                                           3
     Statements of Operations                                 4
     Statements of Stockholders' Equity                     5-6
     Statements of Cash Flows                               7-8
     Notes to Financial Statements                         9-10

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations  11-13


PART II. OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K               14-18


SIGNATURES                                                   19
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
<PAGE> 3
                  PART I.  FINANCIAL STATEMENTS
                                
                      GALAXY FOODS COMPANY
                                
                         BALANCE SHEETS
<TABLE>
<CAPTION>                                
                             ASSETS
                                        DECEMBER 31,   MARCH 31,
                                            1996          1996
                                        (unaudited)
<S>                                  <C>            <C>                  
CURRENT ASSETS:
  Cash and cash equivalents          $     18,989   $    127,936
  Marketable securities                   491,480             --
  Trade receivables, net                1,623,887        717,437
  Inventories                           2,403,585      1,188,674
  Prepaid expenses                        439,202        289,317
     Total current assets               4,977,143      2,323,364

PROPERTY & EQUIPMENT, NET               7,562,406      5,286,452

OTHER ASSETS                              201,513        422,156
        TOTAL                        $ 12,741,062   $  8,031,972

                                
              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Line of credit                     $     96,559   $        --
  Book overdraft                          269,020            --
  Accounts payable - trade                240,245       283,527
  Accrued liabilities                     324,223       323,594
  Current portion of note payable              --        63,451
  Current portion of obligations under
   capital leases                          31,301        56,788
     Total current liabilities            961,348       727,360

OBLIGATIONS UNDER CAPITAL LEASES,
  less current portion                     37,321        35,926
     Total liabilities                    998,669       763,286

COMMITMENTS AND CONTINGENCIES                  --            --

STOCKHOLDERS' EQUITY:
  Convertible preferred stock                  32            --
  Common stock                            559,962       534,218
  Additional paid-in capital           40,980,872    35,452,644
  Accumulated deficit                 (17,026,273)  (15,921,976)
                                       24,514,593    20,064,886
  Less:  Notes receivable arising
    from the exercise of stock options
    and sale of common stock           12,772,200    12,796,200
     Total stockholders' equity        11,742,393     7,268,686
        TOTAL                        $ 12,741,062  $  8,031,972
</TABLE>                                
                                
             See accompanying notes to the financial statements.   
                                
                                
<PAGE> 4
                      GALAXY FOODS COMPANY
                                
                    STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                              THREE MONTHS ENDED     NINE MONTHS ENDED
                                 DECEMBER 31,           DECEMBER 31,
                                 (unaudited)            (unaudited)
                            1996         1995          1996          1995

<S>                    <C>           <C>           <C>           <C>
NET SALES              $  4,376,126  $  1,029,786  $ 12,864,562  $  2,298,666

COST OF GOODS SOLD        3,842,937       962,420    11,074,438     2,247,046
  Gross Margin              533,189        67,366     1,790,124        51,620

OPERATING EXPENSES:
  Selling                   564,895       313,627     1,404,974       814,455
  Delivery                  186,305        82,993       456,574       230,312
  General and administrative316,035       371,643       965,082       921,805
  Research and development   48,350        36,496       153,953        79,707
     Total                1,115,585       804,759     2,980,583     2,046,279

OPERATING LOSS             (582,396)     (737,393)   (1,190,459)   (1,994,659)

OTHER INCOME (EXPENSE):
  Interest expense           (7,700)      (44,500)      (17,581)      (70,822)
  Interest income            17,242        28,551       100,910        75,021
  Other income               (2,268)        1,480         2,833        35,747
     Total                    7,274       (14,469)       86,162        39,946

NET LOSS                   (575,122)     (751,862)   (1,104,297)   (1,954,713)

PREFERRED STOCK DIVIDENDS        --            --            --      (137,977)

NET LOSS APPLICABLE TO
  COMMON STOCK         $   (575,122) $   (751,862) $ (1,104,297) $ (2,092,690)

LOSS PER COMMON SHARE  $       (.02) $       (.02) $       (.03) $       (.09)

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING     35,114,929    32,618,849    34,574,224    24,170,517

</TABLE>


             See accompanying notes to the financial statements.           









<PAGE> 5
 GALAXY FOODS COMPANY			

                     Statements of Stockholders' Equity
<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, 1995  14,024,826  $ 140,248        --  $     --   $ 15,530,314  $ (12,501,401)   $ (1,200,000)  $  1,969,161
		
Exercise of options            64,000        640        --        --         31,360             --         (24,000)         8,000

Issuance of common stock	
through Reg S offering      3,978,464     39,785        --        --      1,780,393             --              --      1,820,178

Issuance of convertible preferred
stock through Reg S offering       --         --   353,755     3,537      5,990,557             --              --      5,994,094

Stock dividends paid          135,753      1,358        --        --        136,619       (137,977)             --              0
		
Conversion of convertible preferred
stock into common stock    16,760,458    167,604  (353,755)   (3,537)      (164,067)            --              --              0
															
Reversal to unissued stock	    (4,153)       (42)       --        --         (5,928)            --              --         (5,970)
															
Issuance of common stock	
per employment agreement   18,000,000    180,000        --        --     11,392,200             --     (11,572,200)             0

Issuance of common stock in
payment of consulting fees    200,000      2,000        --        --        108,500             --              --        110,500
															
Exercise of warrants          240,000      2,400        --        --        181,850             --              --        184,250
															
Issuance of common stock under
employee stock purchase plan   22,500        225        --        --         11,025             --              --         11,250
															
Issuance of warrants               --         --        --        --        459,821             --              --        459,821

Net loss                           --         --        --        --             --     (3,282,598)             --     (3,282,598)
	
Balance at March 31, 1996  53,421,848  $ 534,218        --  $     --   $ 35,452,644  $ (15,921,976)   $(12,796,200)  $  7,268,686

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

Issuance of common stock under
employee stock purchase plan   65,415        654        --        --         68,686             --              --         69,340

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

Issuance of common stock 
through Reg D offering      1,337,524     13,376        --        --      1,846,095             --              --      1,859,471

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

Conversion of convertible
preferred stock into common
stock                         913,239      9,132      (761)       (8)        (9,124)            --              --              0

Issuance and revaluation 
of warrants                        --         --        --        --       (251,750)            --              --       (251,750)

Exercise of warrants          180,000      1,800        --        --        101,919             --              --        103,719

Net loss                           --         --        --        --             --     (1,104,297)             --     (1,104,297)

Balance at December 31, 
1996 (unaudited)           55,996,192  $ 559,962     3,239  $     32   $ 40,980,872  $ (17,026,273)  $ (12,772,200)  $ 11,742,393
</TABLE>
             See accompanying notes to the financial statements.

<PAGE> 7
                      GALAXY FOODS COMPANY
                                
                    STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                              NINE MONTHS ENDED
                                                 DECEMBER 31,
                                                 (unaudited)
                                              1996          1995
<S>                                     <C>             <C>       
CASH FLOWS FROM/(USED IN)
   OPERATING ACTIVITIES:
  Net Loss                              $ (1,104,297)   $ (1,954,713)


   ADJUSTMENTS TO RECONCILE NET
   LOSS TO NET CASH USED IN
   OPERATING ACTIVITIES:
  Depreciation expense                       297,032         235,734
  (Gain)/Loss on sale of assets                4,877         (20,709)
  Gain on sale of marketable securities
  Provision for losses on trade receivables       --          55,432
  Issuance of common stock in payment of
    consulting services                           --         112,500
  Issuance of common stock warrants in payment 
    of consulting services                     5,236              --
  Reversal to unissued stock                      --          (5,970)
  (Increase) decrease in:
    Trade receivables                       (906,450)       (391,595)
    Inventories                           (1,214,911)       (552,960)
    Prepaid expenses                        (149,885)        (72,172)
  Increase (decrease) in:
    Accounts payable                         (43,282)       (397,102)
    Accrued liabilities                          629         125,615
  NET CASH USED IN OPERATING
  ACTIVITIES                              (3,111,051)     (2,865,940)

CASH FLOWS FROM/(USED IN) INVESTING
   ACTIVITIES:
  Proceeds from sale of property and 
    equipment                                 22,500          29,668
  Purchase of marketable securities, net    (491,480)             --
  Purchase of property and equipment      (2,574,258)     (1,295,087)
  (Increase) decrease in other assets        (36,343)        149,216
  NET CASH USED IN INVESTING
  ACTIVITIES                              (3,079,581)     (1,116,203)
<PAGE> 8
                                
                      GALAXY FOODS COMPANY
                                
              STATEMENTS OF CASH FLOWS (continued)

                                           NINE MONTHS ENDED
                                              DECEMBER 31,
                                              (unaudited)
                                            1996          1995


CASH FLOWS FROM/(USED IN) FINANCING
   ACTIVITIES:
  Principal payments on stockholder notes         --      (2,697,388)
  Principal payments on note payable         (63,451)             --
  Net borrowings on line of credit            96,559              --
  Book overdraft                             269,020              --
  Principal payments on capital lease 
    obligations                              (50,197)        (57,928)
  Proceeds from issuance of common stock, 
    net of offering costs                  1,928,811       1,875,997
  Proceeds from issuance of convertible 
    preferred stock, net of offering costs 3,733,941       6,310,404
  Proceeds from exercise of common stock 
    options                                   39,283             500
  Proceeds from exercise of common stock 
    warrants                                 103,719              --
  Collection of note receivable for common 
    stock                                     24,000              --
  NET CASH FROM FINANCING
  ACTIVITIES                               6,081,685       5,431,585

NET INCREASE/(DECREASE) IN CASH AND
   CASH EQUIVALENTS                         (108,947)      1,449,442

CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                                 127,936          16,205

CASH AND CASH EQUIVALENTS, END
   OF PERIOD                            $     18,989    $  1,465,647
                                

</TABLE>




             See accompanying notes to the financial statements.





<PAGE> 9
                      GALAXY FOODS COMPANY
                                
                  NOTES TO FINANCIAL STATEMENTS


(1)  Management representation
     The interim financial statements of Galaxy Foods Company
     (the "Company") included herein are unaudited.  In the
     opinion of management, the financial statements include all
     adjustments that are necessary for a fair presentation of
     such information for the periods presented.
     
     
(2)  Reclassifications
     Certain items in the financial statements of prior periods
     have been reclassified to conform  to current period
     presentation.


(3)  Change in Method of Accounting for Stock-Based Compensation
     Effective April 1, 1995, the Company adopted the Statement
     of Financial Accounting Standards No. 123 ("SFAS 123"),
     "Accounting for Stock-Based Compensation" which establishes
     fair value as the measurement basis for transactions in
     which an entity acquires goods or services from nonemployees
     in exchange for equity instruments.  Under the provisions of
     SFAS 123, the Company has elected not to adopt the fair
     value method for stock issued to employees, but will instead
     account for all employee stock transactions under APB
     Opinion No. 25, "Accounting for Stock Issued to Employees."
     

(4)  Inventories
     Inventories are summarized as follows:
                                        DECEMBER 31,     MARCH 31,
                                            1996           1996
                                         (unaudited)
     Raw materials                    $  1,871,419   $    770,940
     Finished goods                        532,166        417,734
      Total                           $  2,403,585   $  1,188,674


(5)  Sale of Securities
     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.  The convertible preferred stock has a
     liquidation preference of $1,000 per share.  The holders of
     the convertible preferred stock have the right to convert
     such shares into shares of the Company's common stock at any
     time after June 30, 1996 at a conversion price equal to
     71.5% of the average market price of the common stock for
     the five consecutive trading days ending one trading day
     prior to the date of the Company's receipt of a notice of
     conversion from the holder; provided that none of the
     buyers' aggregate shares of the Company's common stock
     exceed 4.9% of the then outstanding shares of common stock.
     As of February 7, 1997, 1,298 shares of the convertible
     preferred stock have been converted into 1,714,306 shares of
     the Company's common stock at an average conversion price of
     $.76 per share.


(6)  Net Loss per Share
     Loss per share is computed based on the weighted average
     number of shares outstanding during the period.  Common
     stock equivalents have not been included since the effect
     would be antidilutive.

<PAGE> 10
                      GALAXY FOODS COMPANY
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)
                                

(7)  Line of Credit
     The Company obtained a $2 million expandable line of credit
     with Finova Capital Corporation on October 31, 1996 bearing
     interest at prime plus two percent (10.25% on December 31,
     1996).  The line is secured by accounts receivable,
     inventory and certain machinery and equipment.  At December
     31, 1996, the Company had $1,903,441 available on this line.


(8)  Note Payable
     Note payable consisted of an unsecured note payable to a
     third party, bearing interest at prime plus 3% (11.25% at
     March 31, 1996).  The entire balance plus accrued interest
     was paid in full by June 30, 1996.

     
(9)  Common Stock Options and Warrants Issued for Consulting
     During the nine months ended December 31, 1996, consulting
     expense of $72,736 was recognized on common stock warrants
     granted to consultants.  In addition, $72,808 has been
     recorded in other assets as of December 31, 1996 for the
     value of warrants issued for future services.  All such
     options and warrants were recorded as additional paid-in
     capital during the nine months ended December 31, 1996.
     
     
(10) 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 nine months ended December 31,          1996         1995
     Non-cash financing and investing activities:
          Deferred public offering costs applied
            to the proceeds                            --        403,164
          Purchase of equipment under capital
            lease obligation                       26,105             --
          Warrants issued for consulting
            services                             (251,750)            --
     
     Cash paid for:
          Interest                                 24,560         70,822


     
<PAGE> 11
                      GALAXY FOODS COMPANY
                                
             Management's Discussion and Analysis of
         Financial Condition and Results of Operations
                                
Results of Operations

Net Sales increased 325% to $4,376,126 in the quarter ended
December 31, 1996, compared to net sales of $1,029,786 for the
quarter ended December 31, 1995.  In addition, net sales for the
nine months ended December 31, 1996 increased $10,565,896 or 460%
over net sales for the nine months ended December 31, 1995.  This
large increase in sales was attributed to the introduction of new
and improved products to the retail market, as well as the
escalation of orders from major foodservice and retail customers
at the end of fiscal 1996 and throughout  fiscal 1997.  Also,
there was a large increase in marketing activities promoting
these new products.  In addition, the Company was able to improve
its cash flow position through financing activities, which
allowed it to fill customer orders on a timely basis.  The
inability to fill orders on time was a problem in the first two
quarters of fiscal 1996.  (See "Management's Discussion and
Analysis of Financial Conditions and Results of Operations -
Liquidity and Capital Resources").

Cost of Goods Sold was 88% of net sales for the quarter ended
December 31, 1996, compared to 93% of net sales for the same
period ended December 31, 1995. Cost of goods sold was 86% of net
sales for the nine months ended December 31, 1996, compared to
98% of net sales for the same period ended December 31, 1995.
This improvement in cost is mainly a result of longer production
runs creating greater production efficiencies and sales volume
increasing enough to cover the Company's fixed costs.  There was
a decline in the margins in the third quarter due to the large
fluctuations in dairy commodity prices.  Management will continue
to focus on reducing cost of goods sold as a percentage of net
sales in the coming quarters through production efficiencies,
price control and changes in the product mix.  Longer production
runs will be feasible in the fourth quarter due to the
installation of a second individually wrapped slice (IWS) machine
with double the capacity of the first machine installed in
October 1995.

Selling expenses of $564,895 were 80% higher for the quarter
ended December 31, 1996, compared with selling expenses of
$313,627 for the same period ended December 31, 1995.  Selling
expenses for the nine months ended December 31, 1996 were up
$590,519 or 73% higher than the expense for the nine months ended
December 31, 1995.  This increase in selling expenses over the
same period a year ago is mainly attributed to an increase in
initial product introduction charges, advertising, brokerage
costs and marketing personnel.  For the comparable periods one
year ago, strict cost reductions were put into place due to a
lack of working capital; therefore, the Company's marketing and
advertising costs were significantly less.  Brokerage costs are a
function of sales; therefore, as sales increase, brokerage
expenditures rise proportionately.

Delivery expenses were $186,305 and $456,574 for the quarter and
the nine months, respectively, ended December 31, 1996, compared
with expenses of $82,993 and $230,312 for the same respective
periods ended December 31, 1995.  The increase in delivery costs
is a direct result of the increase in sales shipments to
customers.  However, the ratio of delivery expense to net sales
is decreasing due to more favorable shipping rates, larger orders
and customers absorbing more of the delivery costs.

General and Administrative expenses decreased 15% or $55,608 for
the quarter ended December 31, 1996, compared with the same
period ended December 31, 1995.  This decrease is the result of
lower professional fees during the quarter.  G&A expenses were
$965,082 for the nine months ended December 31, 1996 compared to
$921,805 for the nine months ended December 31, 1995.  The
increase is attributed mostly to sales & property taxes, rent and
insurance.

<PAGE> 12
                      GALAXY FOODS COMPANY
                                
             Management's Discussion and Analysis of
         Financial Condition and Results of Operations
                           (Continued)


Research and Development expenses increased $11,854 for the
quarter ended December 31, 1996 when compared to the same period
for the prior year.  For the nine months ended December 31, 1996,
R&D expense increased $74,246 or 93%.  This increase in expense
is due largely to employee relocation allowances paid during the
first quarter of fiscal 1997, increased wage expense and a change
in expense allocations between divisions. The Company does not
expect to pay any further relocation allowances this fiscal year.

Other Income and Expense for the quarter ended December 31, 1996
resulted in income of $7,274 compared to expense of $14,469 for
the same period last year.  Income for the nine months ended
December 31, 1996 increased $46,216 or 116% over the same period
ended December 31, 1995.  This increase in income resulted from
an increase in interest income due to the additional cash
reserves produced by the sale of the Company's securities and a
decrease in interest expense due to little or no debt during most
of fiscal 1997 compared to fiscal 1996. (See "Management's
Discussion and Analysis of Financial Conditions and Results of
Operations - Liquidity and Capital Resources").


Liquidity and Capital Resources

Operating Activities -- Net cash used in operating activities was
$3,111,051 for the nine months ended December 31, 1996 compared
to net cash used of $2,830,302 for the same period in 1995.  This
increase resulted from the build-up of inventory and receivables
over prior year levels as a result of the increase in the
Company's sales.

Investing Activities -- Net cash used in investing activities
totaled $3,079,581 for the nine months ended December 31, 1996
compared to net cash used of $1,145,871 for the same period in
1995.  This large increase was the result of the Company
investing its cash reserves from its financing activities into
marketable securities and the purchase of several large items of
production equipment.

Financing Activities -- Net cash flows from financing activities
were $6,081,685 for the nine months ended December 31, 1996
compared to $5,425,615 for the same period in 1995.  The large
cash flows from financing activities resulted from a Regulation D
offering of the Company's stock in fiscal 1997 and a Regulation S
offering of the Company's stock in fiscal 1996.

On April 16, 1996, the Company completed a Regulation D 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 March 3, 1995, the Company began offering certain of its
securities to non-US. persons under Regulation S promulgated by
the Securities and Exchange Commission under the Securities Act
of 1933, as amended.  These sales of securities continued through
the beginning of September 1995 with sales totaling 5,590,372
shares of Common Stock at the average price of $0.92 per share.
Additionally, the Company sold 353,755 shares of the Company's
convertible preferred stock at an average price of $20.06 per
share for total gross proceeds of $7,095,700.  The resulting
proceeds from all securities sold during the offering were
approximately $12.2 million, of which $2,088,360 was used to pay
investment brokerage commissions and related offering fees and
over $3 million was used to eliminate the principal and accrued
interest on all debt owed to stockholders.

<PAGE> 13
                      GALAXY FOODS COMPANY
                                
             Management's Discussion and Analysis of
         Financial Condition and Results of Operations
                           (Continued)
                                
                                
On October 31, 1996, the Company finalized an expandable $2
million line of credit with Finova Capital Corporation with
interest set at prime plus two percent.  Management believes that
this line will ensure the Company's ability to meet customer
demands, expand its production capacities and improve gross
margins until a positive cash flow can be achieved.

In January 1997, the Company placed its new individually wrapped
slice (IWS) machine into service.  This addition of this machine
gives the Company the ability to produce a total of 2,400 slices
per minute.  Management fully expects this new machine to
increase sales and improve gross margin by reducing overtime and
overhead costs.

In  August 1997, the Company expects its new pullman/ribbon  loaf
machine  to  be  in  place for production of  foodservice  cheese
sliced  products.  The Company has already paid for half  of  the
cost of this machine and expects to pay for the remainder of  the
machine and the required ancillary equipment through its line  of
credit  or other means of equipment financing.  With the addition
of  this  machine, the Company has the ability to produce  up  to
$100 million annually at its current location.
                                
                                
<PAGE> 14
                   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.

(a)    Exhibits

     27  Financial Data Schedule


(b)    Reports on Form 8-K

     No reports on Form 8-K were filed by Galaxy Foods Company
     during the quarter ended December 31, 1996.








<PAGE> 15

Item 13.  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, 1996 (Filed as Exhibit  3.5
          on  report  10-KSB for the 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  report 10-KSB for the fiscal year ended  March
          31, 1996, and incorporated herein by reference.)

*  4.1    Certificate  of  Designations,  Preferences   and
          Rights  of  Series  A  Convertible Preferred  Stock  of
          Galaxy  Foods  Company, as filed with the Secretary  of
          State  of Delaware on April 16, 1996 (Filed as  Exhibit
          4.1  on  report 8-K, filed for events occurring  as  of
          April 16, 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-K 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-K 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.)

*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-K 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.)

*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,  filed  for  events
          occurring  as  of  October 11,  1995  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, filed for events
          occurring  as  of  October 11, 1995,  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, filed
          for  events  occurring  as of  October  11,  1995,  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 report 10-KSB for  the  fiscal  year
          ended  March  31,  1996,  and  incorporated  herein  by
          reference.)

*10.29    Securities  Purchase Agreement,  dated  April  16,
          1996,  by and among Galaxy Foods Company and the buyers
          party  thereto (Filed as Exhibit 10.74 on  report  8-K,
          filed  for  events occurring as of April 16,  1996  and
          incorporated herein by reference.)

*10.30    Registration  Rights Agreement,  dated  April  16,
          1996,  by and among Galaxy Foods Company and the buyers
          party  thereto (Filed as Exhibit 10.75 on  report  8-K,
          filed  for  events occurring as of April 16,  1996  and
          incorporated herein by reference.)

 27       Financial Data Schedule (Filed herewith.)

*99.1     Press  Release issued by the Company  dated  April
          17,  1996  (Filed as Exhibit 99.1 on report 8-K,  filed
          for   events  occurring  as  of  April  16,  1996   and
          incorporated herein by reference.)


*  Previously filed.

<PAGE> 19                                
                           SIGNATURES


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











                              GALAXY FOODS COMPANY




Date: February 11, 1997       /s/ Angelo S. Morini
                              Angelo S. Morini
                              Chairman and President
                              (Principal Executive Officer)






Date:  February 11, 1997      /s/  LeAnn H. Davis, CPA
                              LeAnn H. Davis, CPA
                              Chief Financial Officer
                              (Principal Financial and Accounting
                              Officer)