<PAGE>



                                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 September 30, 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 October 23, 1996, there were 55,225,372 Shares of Common 
Stock, $.01 par value per Share, outstanding.

<PAGE>

                                 GALAXY FOODS COMPANY

                                 Index to Form 10-QSB
                           For Quarter Ended September 30, 1996



<TABLE>
<CAPTION>

                                                            PAGE NO.
<S>                                                        <C> 
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Balance Sheets                                                     3
Statements of Operations                                           4
Statements of Stockholders' Equity                                 5
Statements of Cash Flows                                         6-7
Notes to 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                      13-17



SIGNATURES                                                        18


</TABLE>


















<PAGE>                                 2


                       PART I.  FINANCIAL STATEMENTS

                          GALAXY FOODS COMPANY

                             BALANCE SHEETS

                                 ASSETS
<TABLE>                  
<CAPTION>		
      		                            SEPTEMBER 30,          MARCH 31,
                                               1996                 1996
                                            (unaudited)          __________
<S>                                       <C>                 <C>
CURRENT ASSETS:
  Cash and cash equivalents               $     579,440       $     127,936
  Marketable securities                       2,044,949                  --
  Trade receivables, net                      2,219,824             717,437
  Inventories                                 1,708,831           1,188,674
  Prepaid expenses                              310,753             289,317
       Total current assets                   6,863,797           2,323,364

PROPERTY & EQUIPMENT, NET                     6,075,612           5,286,452

OTHER ASSETS                                    498,634             422,156
            TOTAL                         $  13,438,043       $   8,031,972  


                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                $     433,955       $     283,527
  Accrued liabilities                           320,102             323,594
  Current portion of note payable                    --              63,451
  Current portion of obligations 
    under capital leases                         42,440              56,788
       Total current liabilities                796,497             727,360

OBLIGATIONS UNDER CAPITAL LEASES,
  less current portion                           41,814              35,926
       Total liabilities                        838,311             763,286

COMMITMENTS AND CONTINGENCIES                        --                  --

STOCKHOLDERS' EQUITY:
  Convertible preferred stock                        40                  --
  Common stock                                  550,293             534,218
  Additional paid-in capital                 41,272,750          35,452,644
  Accumulated deficit                       (16,451,151)        (15,921,976)
                                             25,371,932          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            12,599,732           7,268,686
 
            TOTAL                         $  13,438,043       $   8,031,972
                 See accompanying notes to the financial statements.
</TABLE>                             
<PAGE>                              3

                           GALAXY FOODS COMPANY

                        STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                             THREE MONTHS ENDED             SIX MONTHS ENDED
                                SEPTEMBER 30,                 SEPTEMBER 30,
                                 (unaudited)                   (unaudited)
                              1996           1995           1996           1995

<S>                     <C>           <C>             <C>            <C>
NET SALES               $  5,133,456   $    511,301   $  8,488,436   $  1,268,880

COST OF GOODS SOLD         4,279,885        612,963      7,231,501      1,284,627
  Gross Margin               853,571       (101,662)     1,256,935        (15,747)

OPERATING EXPENSES:
  Selling                    475,122        308,258        840,079        500,828
  Delivery                   153,293         97,155        270,269        147,319
  General and administrative 312,834        290,235        649,047        550,162
  Research and development    47,062         13,788        105,603         43,211
     Total                   988,311        709,436      1,864,998      1,241,520

OPERATING LOSS              (134,740)      (811,098)      (608,063)    (1,257,267)

OTHER INCOME (EXPENSE):
  Interest expense            (2,303)        (5,950)        (9,881)       (26,322)
  Interest income             44,652         35,777         83,668         46,471
  Other income                 2,449         10,580          5,101         34,267
     Total                    44,798         40,407         78,888         54,416

NET LOSS                     (89,942)      (770,691)      (529,175)    (1,202,851)

PREFERRED STOCK DIVIDENDS         --        (69,801)            --        (69,801)

NET LOSS APPLICABLE TO
   COMMON STOCK         $    (89,942)  $   (840,492)  $   (529,175)  $ (1,272,652)

LOSS PER COMMON
   SHARE                $       0.00   $       (.03)  $       (.02)  $       (.06)

WEIGHTED AVERAGE COMMON 
SHARES OUTSTANDING        34,459,093     27,602,795     34,302,404     21,838,551

</TABLE>








               See accompanying notes to the financial statements.

<PAGE>                                4

                            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            24,500        245        --        --         12,005             --              --         12,250

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

Issuance of warrants               --         --        --        --         57,500             --              --         57,500

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

Net loss                           --         --        --        --             --       (529,175)             --       (529,175)

Balance at September 
  30, 1996 (unaudited)     55,029,287  $ 550,293     4,000  $     40   $ 41,272,750  $ (16,451,151)  $ (12,772,200)  $ 12,599,732
</TABLE>
                    See accompanying notes to financial statements.
<PAGE>                                 5

                              GALAXY FOODS COMPANY

                            Statements of Cash Flows
<TABLE> 
<CAPTION>
                                                  SIX MONTHS ENDED
                                                    SEPTEMBER 30,
                                                     (unaudited)
                                            1996                   1995    
<S>                                      <C>                  <C>
CASH FLOWS FROM/(USED IN)
    OPERATING ACTIVITIES:
       Net Loss                          $    (529,175)       $  (1,202,851)

   ADJUSTMENTS TO RECONCILE NET
   LOSS TO NET CASH USED IN
   OPERATING ACTIVITIES:
       Depreciation expense                    194,924              142,281
       Gain on sale of assets                       --              (20,709)
       Provision for losses on trade 
         receivables                                --                2,351
       Issuance of common stock warrants 
         in payment of consulting services      26,469                   --  
       Reversal to unissued stock                   --               (5,970)	
        (Increase) decrease in:
         Trade receivables                  (1,502,387)            (157,311)
         Inventories                          (520,157)            (275,507)
         Prepaid expenses                      (21,436)             229,481
        Increase (decrease) in:
         Accounts payable                      150,428             (494,774)
         Accrued liabilities                    (3,492)             (85,950)
       NET CASH USED IN OPERATING
        ACTIVITIES                          (2,204,826)          (1,868,959)

CASH FLOWS FROM/(USED IN) INVESTING
   ACTIVITIES:
       Proceeds from sale of property 
         and equipment                              --               29,668
       Purchase of marketable securities    (2,044,949)                  --
       Purchase of property and equipment     (957,979)             (58,676)	
       (Increase) decrease in other assets     (45,447)              (9,079)
       Increase in deposits on equipment            --         	 (1,002,599)
       NET CASH USED IN INVESTING
       ACTIVITIES                           (3,048,375)        	 (1,040,686)

CASH FLOWS FROM/(USED IN) FINANCING
   ACTIVITIES:
       Principal payments on stockholder notes      --           (2,697,388)
       Principal payments on note payable      (63,451)                  --
       Principal payments on capital 
         lease obligations                     (34,565)             (37,827)
       Proceeds from issuance of common 
         stock, net of offering costs        1,928,811            1,895,189
       Proceeds from issuance of convertible
         preferred stock, net of offering 
         costs                               3,733,941            6,322,089
       Proceeds from exercise of common
         stock options                          12,250                  500
       Proceeds from exercise of common 
         stock warrants                        103,719                   --
       Collection of note receivable for 
         common stock                           24,000                   --
       NET CASH FROM FINANCING
       ACTIVITIES                            5,704,705            5,482,563

              See accompanying notes to the financial statements.
<PAGE>                                    6

                                 GALAXY FOODS COMPANY

                          STATEMENTS OF CASH FLOWS (continued)

                                                     SIX MONTHS ENDED
                                                       SEPTEMBER 30,
                                                        (unaudited)
                                                1996                 1995    
NET INCREASE IN CASH AND
   CASH EQUIVALENTS                            451,504            2,572,918

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

CASH AND CASH EQUIVALENTS, END
   OF PERIOD                             $     579,440        $   2,589,123



</TABLE>



























              See accompanying notes to the financial statements.
<PAGE>                                  7

                              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:
<TABLE>
<CAPTION>      
                                          SEPTEMBER 30,          MARCH 31,
                                              1996                 1996	
                                           (unaudited)         ___________
<S>                                     <C>                  <C>
	Raw materials                          $   1,136,681        $     770,940
	Finished goods                               572,150              417,734
	Total                                  $   1,708,831        $   1,188,674
</TABLE>


(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 October 23,  
        1996, 164 shares of the convertible preferred stock have been 
       	converted into 171,085 shares of the Company's common stock at 
       	an average conversion price of $.96 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>                                  8

                               GALAXY FOODS COMPANY

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

(7)     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.


(8)     Common Stock Options  and Warrants Issued for Consulting
       	During the six months ended September 30, 1996, consulting 
       	expense of $48,969 was recognized on common stock warrants 
       	granted to consultants.  In addition, $369,281 has been recorded 
       	in other assets as of September 30, 1996 for the value of warrants 
       	issued for future services.  All such options and warrants were 
       	recorded as additional paid-in capital during the six months ended 
       	September 30, 1996.


(9)     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.

<TABLE>
<CAPTION>
	For the six months ended September 30,       1996             1995
<S>                                         <C>             <C>
Noncash 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         57,500                 --
	
Cash paid for:
	Interest                                       16,860              26,322
</TABLE>
<PAGE>                                  9

                              GALAXY FOODS COMPANY

                    Management's Discussion and Analysis of
                Financial Conditions and Results of Operations

Results of Operations

Net Sales increased 904% to $5,133,456 in the quarter ended September 
30, 1996, compared to net sales of $511,301 for the quarter ended 
September 30, 1995.  In addition, net sales for the six months ended 
September 30, 1996 increased $7,219,556 or 569% over net sales for the 
six months ended September 30, 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 83% of net sales for the quarter ended September 
30, 1996, compared to 120% of net sales for the same period ended 
September 30, 1995. Cost of goods sold was 85% of net sales for the six 
months ended September 30, 1996, compared to 101% of net sales for the 
same period ended September 30, 1995. This vast 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 . 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.

Selling expenses were 54% higher for the quarter ended September 30, 
1996, compared with selling expenses of $308,258 for the same period 
ended September 30, 1995.  Selling expenses for the six months ended 
September 30, 1996 were $339,251 or 68% higher than the expense for the 
six months ended September 30, 1995.  This increase in selling expenses 
over the same period a year ago is mainly attributed to an increase in 
marketing efforts resulting in initial product introduction charges, and 
increased wages, advertising and brokerage costs.  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, advertising and 
brokerage expenditures were considerably less.

Delivery expenses were $153,293 and $270,269 for the quarter and the six 
months, respectively, ended September 30, 1996, compared with expenses 
of $97,155 and $147,319 for the same respective periods ended September 
30, 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 and customers 
absorbing more of the delivery costs.

General and Administrative expenses increased 7.8% or $22,599 for the 
quarter ended September 30, 1996, compared with the same period ended 
September 30, 1995.  G&A expenses were $649,047 for the six months 
ended September 30, 1996 compared to $550,162 for the six months ended 
September 30, 19995.  The increase is attributed mostly to charges for 
consulting services and increased salary expenses.

Research and Development expenses increased $33,274 for the quarter 
ended September 30, 1996 when compared to the same period for the prior 
year.  For the six months ended September 30, 1996, R&D expense 
increased $62,392 or 144%.  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.

<PAGE>                               10

                             GALAXY FOODS COMPANY

                 Management's Discussion and Analysis of
             Financial Conditions and Results of Operations
                                  (Continued)

Other Income and Expense for the quarter ended September 30, 1996 
resulted in income of $44,798 compared to income of $40,407 for the same 
period last year.  Income for the six months ended September 30, 1996 
increased $24,472 or 45% over the same period ended September 30, 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 
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 
$2,204,826 for the six months ended September 30, 1996 compared to net 
cash used of $1,868,959 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 
$3,048,375 for the six months ended September 30, 1996 compared to net 
cash used of $1,040,686 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 during the first quarter of 
fiscal 1997.

Financing Activities -- Net cash flows from financing activities were 
$5,704,705 for the six months ended September 30, 1996 compared to 
$5,482,563 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 to offer 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.

The Company does not currently have a bank line of credit; therefore, 
management finds it necessary to fund all operations through working 
capital, internally generated cash flow, private placements and short-term 
financing obtained from the Company's shareholders.  A bank line of credit 
is an essential source of working capital for the Company in order to 
continue rapid expansion and to introduce new products into the market 
place.  As of October 23, 1996, the Company is in the final stages of 
negotiation with a major lender for a $2 million  line of credit.

<PAGE>                              11

                           GALAXY FOODS COMPANY

                 Management's Discussion and Analysis of
             Financial Conditions and Results of Operations
                               (Continued)


Currently, the Company maintainse a factoring agreement with 
J.T.A. Factors, Inc. ("J.T.A.") of Greenville, South Carolina, whereby the 
Company may sell certain of its accounts receivable to J.T.A. on a pre-
approved full recourse basis.  The factoring charge equals .73% of the 
receivables sold.  The Company is permitted to receive advances up to 85% 
of uncollected accounts factored at the time the receivables are placed with 
J.T.A., with the remaining 15%, less the .73% factoring charge, being paid 
to the Company upon collection.   At September 30, 1996, the Company 
was not factoring any of its accounts receivable.  

Additionally, the Company is negotiating with several of its vendors and 
suppliers to obtain favorable terms with respect to the Company's purchase
of materials and supplies.  In exchange for such favorable terms, the Company
has established letters of credit and certificates of deposit in favor of 
these vendors to secure the Company's purchase of certain materials and 
supplies.








<PAGE>                                 12

                          PART II.  OTHER INFORMATION

                              GALAXY FOODS COMPANY


ITEM 6.	Exhibits and Reports on Form 8-K	

The following exhibits are filed as part of this Form 10-QSB.

(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 September 30, 1996.








































<PAGE>                                  13

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.)

* - Previously filed
<PAGE>                                 14

*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.)

* - Previously filed 
<PAGE>                                15

*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.)

* - Previously filed
<PAGE>                                 16

*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>                                  17




                                               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:  October 23, 1996                           /s/ Angelo S. Morini
                                                  Angelo S. Morini
                                                  Chairman and President
                                                  (Principal Executive Officer)






Date:  October 23, 1996                             /s/LeAnn H. Davis, CPA
                                                    LeAnn H. Davis, CPA
                                                    Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)







<PAGE>                                 18



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.)

* - Previously filed 
<PAGE>                                  1                       

*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.)



* - Previously filed
<PAGE>                                   2



*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.)

* - Previously filed                       
<PAGE>                                  3

*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.)                    5

*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>                                   4