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, 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 December 31, 1997, there were 61,619,060 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, 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 	       10-12



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

                      CONDENSED BALANCE SHEETS



                                                 	DECEMBER 31,    MARCH 31,
		                                                   1997	        		1997	
                                                  (Unaudited)	
                                       ASSETS

CURRENT ASSETS:
	Cash and cash equivalents	                         $	19,378      	$	16,485
	Marketable securities	                                  	--	      	298,671
	Trade receivables, net  	                        	2,470,375    		1,631,268
	Inventories	                                     	2,387,785    		1,802,244
	Prepaid expenses		                                  410,435       	346,082
		Total current assets		                           5,287,973	    	4,094,750

PROPERTY & EQUIPMENT, NET                       		10,484,613    		8,186,009

OTHER ASSETS		                                        98,564	      	211,687
				TOTAL                                      	$	15,871,150	  $	12,492,446

       
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
	Line of credit                                 $ 3,021,626	    $	1,370,953
	Accounts payable - trade		                       1,795,326         449,227
	Accrued liabilities	 	                             382,658	       	418,968
	Current portion of obligations 
    under capital leases		                           22,434         	24,396
			Total current liabilities	                    	5,222,044       2,263,544

OBLIGATIONS UNDER CAPITAL LEASES,
	less current portion	                              	13,639         	32,668
			Total liabilities		                            5,235,683     		2,296,212

COMMITMENTS AND CONTINGENCIES                          		--	            	--

STOCKHOLDERS' EQUITY:

	Convertible preferred stock                           		--	            	26
	Common stock	                                     	616,191       		571,282
	Additional paid-in capital                    		45,827,684	    	45,780,462
	Accumulated deficit                           	(23,036,208)   	(23,383,336)
				                                           		23,407,667	    	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                  		10,635,467	     10,196,234
				TOTAL                                     	$	15,871,150   	$	12,492,446


           See accompanying notes to condensed financial statements.

<PAGE> 4
                          GALAXY FOODS COMPANY

                  CONDENSED STATEMENTS OF OPERATIONS

                              	THREE MONTHS ENDED       	NINE MONTHS ENDED
                                 		DECEMBER 31,		          	DECEMBER 31,	
                                 		(unaudited)		           	(unaudited)
           	                   	1997		      	1996		     	1997	      		1996	

NET SALES                  	$	4,568,397	$	4,376,126	$	15,483,848	$	12,864,562

COST OF GOODS SOLD	          	3,238,034 		3,842,937 		11,789,444 		11,074,438
	Gross Margin                	1,330,363   		533,189	  	3,694,404	  	1,790,124

OPERATING EXPENSES:
	Selling                     			622,390	   	564,895   	1,562,580	  	1,404,974
	Delivery	                    		224,254	   	186,305     	664,121    		456,574
	General and administrative   		243,579   		316,035	    	965,544	    	965,082
	Research and development	      	18,816	    	48,350    		114,963	    	153,953
		Total                     		1,109,039 		1,115,585   	3,307,208	  	2,980,583

OPERATING INCOME (LOSS)	       	221,324	  	(582,396)   		387,196 		(1,190,459)

OTHER INCOME (EXPENSE):
	Interest expense	             	(25,297)   		(7,700)	   	(65,127)	   	(17,581)
	Interest income                		2,197    		17,242      		4,744	    	100,910
	Other income                     		391	    	(2,268)    		20,315	      	2,833
		Total                       		(22,709)    		7,274	    	(40,068)    		86,162

NET INCOME (LOSS)	             	198,615	  	(575,122)   		347,128	 	(1,104,297)

PREFERRED STOCK DIVIDENDS          		--	        	--	         	--	 	(1,594,406)*

NET INCOME (LOSS) APPLICABLE 
	TO COMMON STOCK             	$	198,615	 $	(575,122)  	$	347,128	$	(2,698,703)*

NET INCOME (LOSS) PER
	COMMON SHARE	                $     	-- 	$    	(.02)  	$     .01	$       (.08)*

WEIGHTED AVERAGE COMMON 
	SHARES OUTSTANDING        		63,429,730 	35,114,929 		62,997,802			34,574,224



*  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

                  CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>                                              
  
                        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    114,100     1,141      --      --       56,143             --              
--         57,284

Conversion of 
preferred stock 
into common stock    4,352,776    43,528  (2,557)    (26)     (43,502)            --              
--             --

Issuance of warrants        --        --      --      --        9,550             --              
--          9,550

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

Issuance of common stock
under Employee stock
purchase plan           23,943       240      --      --       16,281             --              
--         16,521  

Net income                  --        --      --      --           --        347,128              
--        347,128

Balance 
Dec. 30, 1997       61,619,060 $ 616,191      --  $   -- $ 45,827,684  $ (23,036,208)  $ 
(12,772,200)  $ 10,635,467

</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


                                    	              	NINE MONTHS ENDED
                                                      		DECEMBER 31,    
                                                  1997              1996	
                                            			(Unaudited)       (Unaudited)

CASH FLOWS FROM/(USED IN) OPERATING
   ACTIVITIES:
	Net Income (Loss)                            	 $	347,128     	$	(1,104,297)

   ADJUSTMENTS TO RECONCILE NET INCOME
   (LOSS) TO NET CASH PROVIDED BY (USED IN)
   OPERATING ACTIVITIES:
	Depreciation expense	                           	484,451	         	297,032
	(Gain) loss on sale of assets		                   (1,329)          		4,877
	Consulting and director fee expense paid 
   through issuance of common stock warrants	    	122,673           		5,236
	(Increase) decrease in:
	  Trade receivables	                           	(839,107)       		(906,450)
	  Inventories	                                 	(585,541)      	(1,214,911)
	  Prepaid expenses                             		(64,353)	       	(149,885)
	Increase (decrease) in:
	  Accounts payable                           		1,346,099         		(43,282)
	  Accrued liabilities	                          	(36,310)            		629
 	NET CASH PROVIDED BY (USED IN)
 	OPERATING ACTIVITIES	                          	773,711	      	(3,111,051)
	
CASH FLOWS FROM/(USED IN) INVESTING
   ACTIVITIES:
	Purchase of marketable securities	                   	--         	(491,480)
	Purchase of property and equipment          		(1,336,493)	     	(2,574,258)
	Sale of property and equipment                      		--         			22,500
	Increase in other assets	                            	--	        		(36,343)
	Sale of marketable securities	                  	300,000             			--
	NET CASH USED IN INVESTING
	ACTIVITIES                                  		(1,036,493)      	(3,079,581)

CASH FLOWS FROM/(USED IN) FINANCING
   ACTIVITIES:
	Borrowings on line of credit	                	14,757,312		        	96,559
	Repayments on line of credit               		(14,553,201)	           		--
      Book overdraft                                 		--		       	269,020	
	Principal payments on note payable                  		--	       		(63,451)
	Principal payments on capital lease obligations		(20,991)       		(50,197)
	Proceeds from issuance of common stock, net 	    	16,521       	1,928,811
	Proceeds from issuance of convertible preferred 
	  stock, net of offering costs	                      	--		     	3,733,941
	Proceeds from exercise of common stock options		  57,284		        	39,283
	Proceeds from exercise of common stock warrants		     --         	103,719
	Refund of stock issuance costs	                   	8,750	            		--
	Collection of note receivable for common stock      		--           24,000
	NET CASH FROM FINANCING
	ACTIVITIES	                                     	265,675	      	6,081,685

<PAGE>7
                             GALAXY FOODS COMPANY

                CONDENSED STATEMENTS OF CASH FLOWS (continued)


                                                    	NINE MONTHS ENDED
                                                       	DECEMBER 31,
			                                                1997		           1996	
                                            			(Unaudited)     	(Unaudited)

NET INCREASE IN CASH AND CASH EQUIVALENTS         		2,893	       	(108,947)

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

CASH AND CASH EQUIVALENTS, END
   OF PERIOD	                                    $	19,378       	$		18,989



























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:
                                   	DECEMBER 31,        	MARCH 31,
                                      		1997            			1997	
	                                  	(unaudited)				
	Raw materials	                     $	1,444,316       	$	1,136,269
	Finished goods	                       	943,469	          	665,975
		Total                            	$	2,387,785       	$	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 
December 31, 1997 and December 31, 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 nine months ended December 31,								        1997  	      1996

Noncash financing and investing activities:	
	Consulting and directors fees paid through 
   issuance of common stock warrants	               122,673          	--	
		
Purchase of equipment under capital lease option        	--      	26,105
	
Warrants issued for consulting services	              9,550     	251,750

Cash paid for:
	Interest                                           	39,830      	24,560

	
<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.
  
The Company has conducted a comprehensive review of its computer 
systems to identify systems that could be affected by the "Year 
2000" issue and has developed an implementation plan to resolve 
the issue.  The Year 2000 problem is the result of computer 
programs being written using two digits rather than four to 
define the applicable year.  Any of the Company's programs that 
have time-sensitive software may recognize a date using "00" as 
the year 1900 rather than the year 2000.  This could result in a 
major system failure or miscalculations if not appropriately 
addressed.  The Company presently believes that, with 
modifications to existing software and by converting to new 
software, the Year 2000 problem will not pose significant 
operational problems for the Company's computer systems as so 
modified and converted.
 
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, foodservice and 
industrial markets.  The Company's headquarters and manufacturing 
facilities are located in Orlando, Florida.

Results of Operations

Net Sales increased 4.4% to $4,568,397 for the quarter ended 
December 31, 1997, compared to net sales of $4,376,126 for the 
quarter ended December 31, 1996.  Sales for the nine months ended 
December 31, 1997 increased by 20.4% to $15,483,848, compared to 
$12,864,562 for the same period in fiscal 1997.  Sales for the 
quarter have increased due 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 customers. The Company 
expects increased sales for the fourth quarter as retail sales 
continue to increase and foodservice sales improve with the 
introduction of new equipment and product positions.  

Cost of Goods Sold were $3,238,034 representing 70.9% of net 
sales for the quarter ended December 31, 1997, compared with 
$3,842,937 or 87.8% of net sales for the same period ended 
December 31, 1996.  For the nine month period ended December 31, 
1997, cost of sales represented 76.1% of sales as compared to 
86.1% for the same period in fiscal 1997.  The Company was able 
to improve gross margin by strategically eliminating selected 
lower margin foodservice sales and re-balancing the product mix.  
In addition, the company has been focusing its efforts on 
production efficiencies to minimize the cost of sales percentage. 

<PAGE>11

Selling expenses were $622,390 for the quarter ended December 31, 
1997, compared with $564,895 for the same period ended December 
31, 1996, an increase of 10.2%.  In addition, selling expenses 
for the nine months ended December 31, 1997 increased 11.2% to 
$1,562,580 as compared to $1,404,974 for the nine months ended 
December 31, 1996.  The increase in expenses over the same period 
a year ago is mainly attributed to the increase in sales, 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 increased 20.4% to $224,254 for the quarter 
ended December 31, 1997, compared with $186,305 for the same 
period ended December 31, 1996.  For the nine months ended 
December 31, 1997, delivery expenses increased 45.5% as compared 
to the same period in fiscal 1997.  The significant increase in 
delivery costs is the direct result of an increase in sales to 
retail customers across the country and internationally and an 
increase in delivery costs overall for the industry.    

General and Administrative expenses were $243,579 for the quarter 
ended December 31, 1997, compared with $316,035 for the same 
period ended December 31, 1996, a decrease of 22.9%.  Conversely, 
general and administrative expenses for the nine months ended 
September 30, 1997 increased by $462 compared with the same 
period in fiscal 1997.  The decrease for the quarter ended 
December 31, 1997 is attributable to a reduction in general and 
administrative costs in an effort to bolster profitability as 
well as the capitalization of certain expenses related to the 
design and installation of the new foodservice equipment.    

Research and Development expenses were $18,816 for the quarter 
ended December 31, 1997, compared with $48,350 for the quarter 
ended December 31, 1996, a decrease of 61.1%.  These expenses 
were $114,963 for the nine months ended December 31, 1997 as 
compared to $153,953 for the nine months ended December 31, 1996.  
The decrease in expenses during the third quarter is due to the 
capitalization of development costs associated with the new 
foodservice product positions. 

Other Income and Expenses netted to $22,709 in expense for the 
quarter ended December 31, 1997 as compared to $7,274 in income 
for the quarter ended December 31, 1996.  During the first three 
quarters of fiscal 1998, interest expense was increased due to 
the addition of the line of credit secured by the Company on 
November 1, 1997.  Additionally, during 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 $773,711 for the nine months ended December 31, 1997 compared 
to net cash used of $3,111,051 for the same period in fiscal 
1997.  This change in operating activities is the result of the 
Company achieving profitability during fiscal 1998 following an 
improvement in gross margin.   

Investing Activities -- Net cash used in investing activities 
totaled $1,036,493 for the nine months ended December 31, 1997 
compared to net cash used of $3,079,581 for the same period in 
fiscal 1997.   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 and the subsequent sale of these securities during fiscal 
1997 and in the first quarter of fiscal 1998.  As of December 31, 
1997, all marketable securities had been sold by the Company.  In 
addition, purchases of property and equipment were higher in 
fiscal 1997 as a result of the introduction of new equipment for 
the retail line.

<PAGE>12

Financing Activities -- Net cash provided by financing activities 
was $265,675 for the nine months ended December 31, 1997 compared 
to $6,081,685 for the same period in 1996.

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, 1996, the Company secured a $2 million line of 
credit with Finova Capital Corporation with interest at the prime 
rate plus two percent.  At December 31, 1997, the balance 
outstanding under this line of credit agreement was $1,575,064.

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 December 31, 1997, the balance 
outstanding under this agreement was $1,446,562. 

<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                 Exhibit Description
  No.

*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
  No.
*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 incorporated 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 
       incorporated herein by reference.)



* Previously file

<PAGE>16

Exhibit                Exhibit Description 
  No.
*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 incorporated 
       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 incorporated 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 incorporated herein by 
       reference.)

27 				Financial Data Schedule (Filed herewith.)


Reports on Form 8-K

No reports on Form 8-K were filed during the three or 
nine months ended December 31, 1997.



* - Previously filed

<PAGE>17

                       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: January 28, 1998 	          /s/Angelo S. Morini                   
                                 	Angelo S. Morini
                                 	Chairman and President
                                	(Principal Executive Officer)




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