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 December 31, 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 January 31, 1999, there were 64,255,267 shares of Common 
Stock $.01 par value per share, outstanding.


<PAGE> 2
                        GALAXY FOODS COMPANY

                         Index to Form 10-Q
                For Quarter Ended December 31, 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

	Item 4.  Submission of Matters to a Vote of Security Holders	         12

PART II.	OTHER INFORMATION

	Item 6.	Exhibits and Reports on Form 8-K                          	13-16

SIGNATURES	                                                            17




















<PAGE> 3

                       PART I.  FINANCIAL INFORMATION
                            GALAXY FOODS COMPANY
                               BALANCE SHEETS


                                                    December 31,   March 31,
                                                        1998          1998
                                                    (Unaudited)
                                    ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                        $        510        20,069
  Trade receivables, net                              4,082,786     2,646,667 
  Inventories                                         6,746,634     2,458,743
  Prepaid expenses                                    1,062,347       464,701
    Total current assets                             11,892,277     5,590,180

PROPERTY & EQUIPMENT, NET                            11,363,775    10,668,155
OTHER ASSETS                                            129,939       190,717
      TOTAL                                        $ 23,385,990    16,449,052

                      LIABILITIES AND STOCKHOLDERS' EQUITY  
CURRENT LIABILITIES:
  Book overdrafts                                  $    817,901       836,762
  Line of credit                                      3,822,428     1,840,757
  Accounts payable - trade                            2,510,900     1,088,658
  Accrued liabilities                                   322,977       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                         7,643,150     4,391,356

TERM NOTE PAYABLE,
  less current portion                                2,764,847     1,276,847
OBLIGATIONS UNDER CAPITAL LEASES,
  less current portion                                    6,687        11,152
    Total liabilities                                10,414,683     5,679,355

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Convertible preferred stock                                 -             -
  Common stock                                          642,553       617,065
  Additional paid-in capital                         46,869,887    45,930,645
  Accumulated deficit                               (21,768,933)  (23,005,813)
                                                     25,743,507    23,541,897

  Less: Noted receivable arising from the exercise
    of stock options and sale of common stock        12,772,200    12,772,200
    Total stockholders' equity                       12,971,307    10,769,697
      TOTAL                                          23,385,990    16,449,052

           See accompanying notes to financial statements.

<PAGE> 4
                          GALAXY FOODS COMPANY
                          STATEMENTS OF INCOME

                                      NINE MONTHS ENDED       THREE MONTHS ENDED
                                         DECEMBER 31,            DECEMBER 31,
                                       1998         1997      1998        1997 
                                         (Unaudited)             (Unaudited)   

NET SALES                          21,362,621  15,483,848  8,016,245  4,568,397
                         
COST OF GOODS SOLD                 14,696,095  11,789,444  5,140,196  3,238,034
  Gross Margin                      6,666,526   3,694,404  2,876,049  1,330,363

OPERATING EXPENSES:
  Selling                           2,554,464   1,562,580  1,099,558    622,390
  Delivery                          1,096,136     664,121    441,430    224,254
  General and administrative        1,477,595     965,544    540,501    243,579
  Research and development            136,785     114,963     48,913     18,816
    Total operating expenses        5,264,980   3,307,208  2,130,402  1,109,039

INCOME FROM OPERATIONS              1,401,546     387,196    745,647    221,324

OTHER INCOME (EXPENSE):
  Interest expense                   (197,624)    (65,127)  (101,327)   (25,297)
  Interest income                           -       4,744          -      2,197
  Other income                         32,958      20,315     (2,426)       391
    Total                            (164,666)    (40,068)  (103,753)   (22,709)

NET INCOME                          1,236,880     347,128    641,894    198,615

BASIC NET EARNINGS PER COMMON SHARE      0.02        0.01       0.01          -

DILUTED NET EARNINGS PER COMMON SHARE    0.02        0.01       0.01          -


             See accompanying notes to financial statements.

<PAGE> 5

                              GALAXY FOODS COMPANY
                            STATEMENTS OF CASH FLOWS
                                              			NINE MONTHS ENDED DECEMBER 31,
	                                                	   	1998            		1997
                                               			(Unaudited)     		(Unaudited)
[S]                                           [C]               [C] 
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES:					
	Net Income	                                  $ 	  1,236,880  	 $     	347,128 
   ADJUSTMENTS TO RECONCILE NET INCOME					
   TO NET CASH PROVIDED BY (USED IN)					
   OPERATING ACTIVITIES:					
	Depreciation expense		                              517,901        		 484,451 
	Gain on sale of assets		                                  -         		 (1,329)
	Bad debt expense		                                   89,607              		 -	
 Consulting and director fees paid through				
	  issuance of common stock warrants		                15,440          	122,673 
	(Increase) decrease in:				
	  Trade receivables		                            (1,525,726)      		 (839,107)
	  Inventories		                                  (4,287,891) 	       (585,541)
	  Prepaid expenses		                               (552,308)         	(64,353) 
	Increase (decrease) in:				
	  Accounts payable 		                             1,422,242      		 1,346,099 
	  Accrued liabilities		                            (130,685)       		 (36,310)
 	NET CASH PROVIDED BY (USED IN)				
 	OPERATING ACTIVITIES		                          (3,214,540) 	      	 773,711 
					
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES:					
	Purchase of property and equipment		             (1,213,521)	     (1,336,493)
	Sale of marketable securities		                           -        		 300,000 
	NET CASH USED IN INVESTING				
	ACTIVITIES		                                     (1,213,521)		    (1,036,493)
					
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:					
	Net borrowings on line of credit		                1,981,671		        204,111 
	Book overdrafts 		                                  (18,861)            		 -
	Borrowings under term note payable		              1,488,000		              - 
 Principal payments on capital lease obligations		   (7,038) 	  	     (20,991)
 Proceeds from exercise of common stock options		      1,500 		             - 
 Proceeds from issuance of common stock              963,230            16,521
	Refund of stock issuance costs		                          -   		        8,750 
	NET CASH FROM FINANCING				
	ACTIVITIES		                                      4,408,502 		        265,675 
					
NET INCREASE (DECREASE) IN CASH AND					
   CASH EQUIVALENTS			                               (19,559) 		         2,893 
CASH AND CASH EQUIVALENTS, BEGINNING					
   OF PERIOD			                                       20,069 		         16,485 
CASH AND CASH EQUIVALENTS, END					
   OF PERIOD	                                  	$  	     510   	 $ 	    19,378

             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:
                                             	DECEMBER 31,	  MARCH 31,
		                                               1998			       1998	
		                                            (unaudited)				
	Raw materials	                               $  2,189,717 	$	1,277,783
	Finished goods	                                 4,556,917		  1,180,960
		Total	                                      $  6,746,634	 $	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 December 31, 1998:

                         														Three months			 Nine months
															                          ended December 31, 1998

	Basic net earnings per share						$           .01			$         .02

	Weighted average shares outstanding 
   - basic	                             64,255,267	    	64,303,983
	Potential shares exercisable under 
   stock option plans         									  1,114,246			    1,114,246		
	Potential shares exercisable under 
   warrant	agreements 			         						10,021,570 	     8,502,850	

	Less:  Shares assumed repurchased 
   under treasury stock method 							 (9,178,053)			   (8,147,493)	

	Average shares outstanding - diluted		66,213,030      	65,773,586
	Diluted earnings per share				    		$	       .01			  $	       .02		
	
<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 nine months ended December 31,							    1998  		       1997

Noncash financing and investing activities:	
	Consulting and directors fees paid through 
  issuance of	common stock warrants	             15,440  	   $  122,673 		
		
	Warrants issued for consulting services	            --     	$    9,550     

Cash paid for:
	Interest                                    	$ 197,624      	$  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 $8,016,245 in the quarter ended December 31, 1998, compared to
 net sales of $4,568,397 for the quarter ended December 31, 1997, an increase 
of 75%.  Net sales were $21,362,621 for the nine months ended 
December 31, 1998 as compared to $15,483,848 for the same period 
one year ago, an increase of 38%.  The increase in sales was 
attributed to an increase in sales generated by marketing activities related to
the promotion of 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 third quarter of 
fiscal 1999. The Company expects this trend in sales volume to 
continue throughout fiscal 1999.

Cost of Goods Sold were $5,140,196 representing 64% of net sales 
for the quarter ended December 31, 1998, compared with $3,238,034 
or 71% of net sales for the same period ended December 31, 1997.  
Cost of Goods Sold were $14,696,095 for the nine months ended 
December 31, 1998, representing 69% of net sales as compared to 
$11,789,444 or 76% of net sales for the nine months ended 
December 31, 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 $1,099,558 for the quarter ended December 
31, 1998, compared with $622,390 for the same period ended 
December 31, 1997, an increase of 77%.  For the nine months ended 
December 31, 1998, selling expenses were $2,554,464 as compared 
to $1,562,580 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 $441,430 for the quarter ended December 
31, 1998, compared with $224,254 for the same period ended 
December 31, 1997, a 97% increase.  Delivery expenses were 
$1,096,136 for the nine months ended December 31, 1998 as 
compared to $664,121 for the nine months ended December 31, 1997.  
The increase in delivery costs is a result of the increase in 
sales shipments to customers for the periods ended December 31, 
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 $540,501 for the quarter 
ended December 31, 1998, compared with $243,579 for the same 
period ended December 31, 1997, a 122% increase.  General and 
administrative expenses increased 53% to $1,477,595 for the nine 
months ended December 31, 1998 as compared to $965,544 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 $48,913 for the quarter 
ended December 31, 1998, compared with $18,816 for the quarter 
ended December 31, 1997.  These expenses were $136,785 for the 
nine months ended December 31, 1998 as compared to $114,963 for 
the same period one year ago.  This increase in expenses is due 
to the capitalization of development costs for the 
new foodservice machinery during fiscal 1998.

Other Income and Expenses netted to $103,753 in expense for the 
quarter ended December 31, 1998 as compared to $22,709 in expense 
for the quarter ended December 31, 1997.  These expenses netted 
to $164,666 for the nine months ended December 31, 1998 as 
compared to $40,068 for the same period in fiscal 1998.  Interest 
expense increased due to additional draws on the line of credit during 
fiscal 1999 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 
$3,214,540 for the nine months ended December 31, 1998 compared 
to net cash provided of $773,711 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 fiscal 1999.  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 $1,213,521 for the period ended December 31, 1998 
compared to net cash used of $1,036,493 for the same period in 
1997.   The increase in cash used for investing activities during fiscal 
1999 as compared to fiscal 1998 resulted from the sale of marketable 
securities  during fiscal 1998.  As of December 31, 1997, all marketable 
securities had been sold by the Company.

Financing Activities -- Net cash flows provided by financing activities 
were $4,408,502 for the nine months ended December 31, 1998 
compared to cash flows provided by financing activities of 
$265,675 for the same period in 1997.  This increase is 
attributed to increased draws on the Company's line of credit and term note 
and proceeds from the sale of common stock 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. 

Outlook

Management is not aware of any adverse trends that would 
materially affect the Company's projected financial growth.  It 
is expected that fiscal 1999 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.  During Fiscal 1999, the Company 
replaced its accounting and manufacturing software packages to 
systems which are Year 2000 compliant.  The Company has also 
replaced any existing hardware which was not Year 2000 compliant.  These
replacements were part of the normal upgrades to the Company's systems.

<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 has requested information and 
documentation from the Company's significant customers and 
suppliers, shippers, utilities, financial institutions, and 
transfer agent relating to their Year 2000 compliance plans in 
the form of a survey.  At this time, the Company has received 
approximately 50% of its certifications from vendors and 
customers.  With respect to the certifications received, no significant 
problems which could result in a material loss were noted.  The Company 
will contact any customers and suppliers who have not responded by March 31, 
1999.  Therefore, management does not, at this time, know of the potential 
costs to the Company of any adverse impact or effect of any Year 2000 
deficiencies by these third parties.

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
                           Galaxy Foods Company

          Submission of Matters to a Vote of Security Holders

On November 11, 1998, the Company held its Annual Meeting of 
Stockholders to elect directors for the coming year and to ratify 
the retention of the Company's independent Certified Public 
Accountants.

In regards to the election of directors, the following directors 
were elected with a majority of votes as noted:

Director Name				   					Votes For			Votes Withheld

Marshall K. Luther							34,585,083			1,039,749

Angelo S. Morini			 					34,305,396			1,319,436

Earl G. Tyree				   					34,547,533			1,077,299

Douglas A. Walsh, MD		 		34,458,183			1,166,649

The proposal to ratify the retention of BDO Seidman L.L.P. as the 
Company's independent Certified Public Accountants also passed 
with 34,757,393 votes for the proposal, 637,411 against, and 
230,028 abstaining.

<PAGE> 13
                      PART II.  OTHER INFORMATION

                          GALAXY FOODS COMPANY


ITEM 6.	Exhibits and Reports on Form 8-K	

The following exhibits are filed as part of this Form 10-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> 14
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> 15
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> 16
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> 18
                               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: February 10, 1999	                 /s/Angelo S. Morini 	                  
                                        	Angelo S. Morini
                                        	Chairman and President
                                        	(Principal Executive Officer)



Date:  February 10, 1999                	/s/Cynthia L. Hunter                   
                                        	Cynthia L. Hunter, CPA
                                        	Chief Financial Officer
                                        	(Principal Financial and 
                                        	Accounting Officer)