FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


_________________________________________________________________

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

        For The Quarterly Period Ended December 31, 1999




                  _____________________________
                 Commission File Number 0-16251



                      GALAXY FOODS COMPANY
     (Exact name of registrant as specified in its charter)



           Delaware                          25-1391475
     (State or other jurisdiction of      (I.R.S. Employer
     incorporation or organization)     Identification No.)

      2441 Viscount Row
       Orlando, Florida                        32809
(Address of principal executive offices)     (Zip Code)

                         (407) 855-5500
      (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           YES X    NO


     On February 1, 2000, there were 9,184,302 shares of Common
Stock $.01 par value per share, outstanding.

<PAGE> 2
                      GALAXY FOODS COMPANY

                       Index to Form 10-Q
               For Quarter Ended December 31, 1999




                                                          PAGE NO.

PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements

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

  Item 2.  Management's Discussion and Analysis of
        Financial Condition and Results of Operations      9-12

  Item 3.  Quantitative and Qualitative Data Concerning
        Market Risk                                          12


PART II.  OTHER INFORMATION

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


SIGNATURES                                                   14


<PAGE> 3



                 PART I.  FINANCIAL INFORMATION

                         BALANCE SHEETS

                      GALAXY FOODS COMPANY
                                              December 31,      MARCH 31,
                                                  1999            1999
                                              (Unaudited)

                                ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                $        1,548    $       112
   Trade receivables, net                        7,189,939      4,428,778
   Inventories                                   8,936,891      6,235,737
   Prepaid expenses                              1,466,026        856,267
       Total current assets                     17,594,404     11,520,894

PROPERTY & EQUIPMENT, NET                       12,993,159     12,503,830
OTHER ASSETS                                       785,174        452,188
           TOTAL                            $   31,372,737    $24,476,912


               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Book overdrafts                          $      714,132    $   502,942
   Line of credit                                4,853,261      3,912,917
   Subordinated note payable                     3,870,732              -
   Accounts payable - trade                      3,861,628      3,311,043
   Accrued liabilities                             298,048        468,513
   Current portion of term note payable            432,000        432,000
   Current portion of obligations under
     capital leases                                 19,160         82,433
       Total current liabilities                14,048,961      8,709,848

TERM NOTE PAYABLE, less current portion          2,086,847      2,374,847
OBLIGATIONS UNDER CAPITAL LEASES,
   less current portion                              2,531        289,711
       Total liabilities                        16,138,339     11,374,406

COMMITMENTS AND CONTINGENCIES                            -              -

STOCKHOLDERS' EQUITY:
   Common stock                                     91,839         91,830
   Additional paid-in capital                   47,500,841     47,497,322
   Accumulated deficit                         (19,586,082)   (21,714,446)
                                                28,006,598     25,874,706
   Less:  Notes receivable arising from
       the exercise of stock options and
       sale of common stock                     12,772,200     12,772,200
       Total stockholders' equity               15,234,398     13,102,506
           TOTAL                            $   31,372,737   $ 24,476,912


         See accompanying notes to financial statements.

<PAGE> 4
                      GALAXY FOODS COMPANY

                      STATEMENTS OF INCOME

                              NINE MONTHS ENDED           THREE MONTHS ENDED
                                 DECEMBER 31,                 DECEMBER 31,
                                1999         1998           1999       1998
                             (Unaudited)  (Unaudited)   (Unaudited) (Unaudited)

NET SALES                    $31,021,298  $21,362,621   $10,118,593 $8,016,245

COST OF GOODS SOLD            19,463,363   14,696,095     6,150,637  5,140,196
    Gross margin              11,557,935    6,666,526     3,967,956  2,876,049

OPERATING EXPENSES:
    Selling                    4,347,732    2,554,464     1,399,308  1,099,558
    Delivery                   1,576,364    1,096,136       588,652    441,430
    General and administrative 2,692,475    1,477,595       893,570    540,501
    Research and development     167,250      136,785        71,935     48,913
    Total operating expenses   8,783,822    5,264,980     2,953,466  2,130,402

INCOME FROM OPERATIONS         2,774,113    1,401,546     1,014,490    745,647

OTHER INCOME (EXPENSE):
    Interest expense            (580,498)    (197,624)     (254,982)  (101,327)
    Other income (expense)        (5,252)      32,958        (1,549)    (2,426)
         Total                  (585,749)    (164,666)     (256,530)  (103,753)

NET INCOME BEFORE TAXES      $ 2,188,364  $ 1,236,880    $  757,960 $  641,894

INCOME TAX EXPENSE                60,000            -        30,000          -

NET INCOME APPLICABLE TO
    COMMON STOCK             $ 2,128,364  $ 1,236,880    $  727,960 $  641,894

BASIC NET EARNINGS PER
    COMMON SHARE             $      0.23  $      0.13    $     0.08 $     0.07

DILUTED NET EARNINGS PER
    COMMON SHARE             $      0.23  $      0.13    $     0.08 $     0.07






         See accompanying notes to financial statements.

<PAGE> 5

                             GALAXY FOODS COMPANY

                       STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>

<C>             <C>        <C>      <C>          <C>           <C>           <C>
                    Common Stock    Additional                   Notes Rec
                 Shares  Par Value   Paid-In      Accumulated    for Common
                                     Capital         Deficit        Stock     Total

Balance at      8,816,699  $88,167  $46,459,542  $(23,005,813) $(12,772,200) $10,769,696
March 31, 1998
Exercise of         1,144       11        3,989             -             -        4,000
options
Issuance of       357,143    3,571      933,929             -             -      937,500
common stock
under private
placement
Issuance of         8,046       81       31,362             -             -       31,443
common stock
under employee
stock purchase
plan
Issuance of             -        -       68,500             -             -       68,500
warrants
Net income              -        -            -     1,291,367             -    1,291,367

Balance at      9,183,032  $91,830  $47,497,322  $(21,714,446) $(12,772,200) $13,102,506
March 31, 1999
Exercise of           875        9        3,519             -             -        3,528
options
Net income              -        -            -     2,128,364             -    2,128,364

Balance at      9,183,907  $91,839  $47,500,841  $(19,586,082) $(12,772,200) $15,234,398
December 31, 1999
(unaudited)




</TABLE>



            See accompanying notes to condensed financial statements.

<PAGE> 6
                      GALAXY FOODS COMPANY

                    STATEMENTS OF CASH FLOWS
                                                        NINE MONTHS ENDED
                                                           DECEMBER 31,
                                                        1999           1998
                                                    (Unaudited)    (Unaudited)

CASH FLOWS USED IN OPERATING
   ACTIVITIES:
   Net Income                                        $ 2,128,364  $ 1,236,880

   ADJUSTMENTS TO RECONCILE NET INCOME
   TO NET CASH USED IN OPERATING ACTIVITIES:
   Depreciation expense                                  663,150      517,901
   Bad debt expense                                            -       89,607
   Consulting and director fee expense paid through
     issuance of common stock warrants                    21,468       15,440
   (Increase) decrease in:
     Trade receivables                                (2,761,161)  (1,525,726)
     Inventories                                      (2,701,154)  (4,287,891)
     Prepaid expenses                                   (609,759)    (552,308)
   Increase (decrease) in:
     Accounts payable                                    550,585    1,422,242
     Book overdrafts                                     211,190      (18,861)
     Accrued liabilities                                (170,465)    (130,685)
   NET CASH USED IN
   OPERATING ACTIVITIES                               (2,667,782)  (3,233,401)

CASH FLOWS USED IN INVESTING ACTIVITIES:
   Purchase of property and equipment                 (1,152,479)  (1,213,521)
   Increase in other assets                             (354,454)           -
   NET CASH USED IN INVESTING ACTIVITIES:             (1,506,933)  (1,213,521)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings on line of credit                      940,344    1,981,671
   Net proceeds from subordinated note payable         3,870,732    1,488,000
   Net borrowings (payments) on note payable            (288,000)          -
   Principal payments on capital lease obligations      (350,453)     (7,038)
   Proceeds from issuance of common stock                      -     963,230
   Proceeds from exercise of common stock options          3,528       1,500
   NET CASH FROM FINANCING ACTIVITIES:                 4,176,151   4,427,363

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                        1,436     (19,559)

CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                                                 112      20,069

CASH AND CASH EQUIVALENTS, END
   OF PERIOD                                        $      1,548  $      510


    See accompanying notes to condensed financial statements.

<PAGE> 7

                      GALAXY FOODS COMPANY

                  NOTES TO FINANCIAL STATEMENTS


(1)  Management Representation
     In  the opinion of Galaxy Foods Company (the "Company"), the
     accompanying  unaudited  financial  statements  contain  all
     adjustments  necessary  to  present  fairly  the   Company's
     financial position, results of operations and cash flows for
     the  periods presented.  The results of operations  for  the
     interim periods presented are not necessarily indicative  of
     the results to be expected for the full year.

     The  financial statements should be read in conjunction with
     the   financial  statements  and  the  related   disclosures
     contained  in  the Company's Form 10-K dated June  8,  1999,
     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.

     Segment Information
     The  Company  does not identify separate operating  segments
     for   management   reporting  purposes.   The   results   of
     operations  are  the  basis  on which  management  evaluates
     operations and makes business decisions.

(3)  Inventories
     Inventories are summarized as follows:
                                        DECEMBER 31,        MARCH 31,
                                            1999               1999
                                         (unaudited)
     Raw materials                      $  4,385,156       $ 2,750,781
     Finished goods                        4,551,735         3,484,956
      Total                             $  8,936,891       $ 6,235,737


(4)  Earnings per Share
     The  following is a reconciliation of basic net earnings per
     share  to diluted net earnings per share for the three month
     and nine month periods ended December 31:
                                     NINE MONTHS ENDED      THREE MONTHS ENDED
                                        DECEMBER 31,            DECEMBER 31,
                                      1999        1998        1999       1998
                                  (unaudited)(unaudited)  (unaudited)(unaudited)
Basic net earnings per share            $0.23      $0.13       $0.08      $0.07

Weighted average shares
   outstanding - basic            9,183,726  9,186,283   9,180,752   9,179,324
Potential shares exercisable
   under stock option plans       1,176,702    159,178   1,629,035     159,178
Potential shares exercisable under warrant
   agreements                       919,137  1,214,693   1,529,137   1,431,653
Less:  Shares assumed repurchased under
   Treasury stock method         (1,954,099)(1,163,928) (2,908,354) (1,311,150)
Average shares outstanding
   - diluted                      9,325,466  9,396,226   9,430,570   9,459,005
Diluted earnings per share            $0.23      $0.13       $0.08       $0.07


<PAGE> 8

                      GALAXY FOODS COMPANY
             NOTES TO CONDENSED FINANCIAL STATEMENTS
                           (Continued)


 (5)   Supplemental Cash Flow Information
     For  purposes  of  the statement of cash flows,  all  highly
     liquid  investments with a maturity date of three months  or
     less  are considered to be cash equivalents.  Cash and  cash
     equivalents  include checking accounts, money  market  funds
     and certificates of deposits.

     For the nine months ended December 31,    1999            1998
                                            (unaudited)    (unaudited)
     Cash paid for:
        Interest                              $ 580,498      $ 197,624

(6)    Subordinated Note Payable
     On  September  30, 1999, the Company closed on a  $4,000,000
     subordinated note payable to Finova Mezzanine Capital.   The
     subordinated note bears interest at a rate of 13.5%  and  is
     secured  by  a secondary lien on the Company's assets.   The
     note matures on September 30, 2004.

<PAGE> 9

                       GALAXY FOODS COMPANY

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


The   following  discussion  and  analysis  should  be  read   in
conjunction  with  the  Financial Statements  and  Notes  thereto
appearing elsewhere in this report.

The   following   discussion  contains  certain   forward-looking
statements, within the meaning of the "safe-harbor" provisions of
the  Private  Securities Reform Act of 1995,  the  attainment  of
which  involves various risks and uncertainties.  Forward-looking
statements  may  be  identified by  the  use  of  forward-looking
terminology   such   as   "may",  "will",  "expect",   "believe",
"estimate",   "anticipate",   "continue",   or   similar   terms,
variations  of these terms or the negative of those  terms.   The
Company's  actual  results  may  differ  materially  from   those
described in these forward-looking statements due to among  other
factors, competition in the Company's product markets, dependence
on   suppliers,  the  Company's  manufacturing  experience,   and
production delays or inefficiencies.

Galaxy  Foods Company (the "Company") is principally  engaged  in
the  development, manufacturing and marketing  of  a  variety  of
healthy  cheese  and dairy related products,  as  well  as  other
cheese  alternatives.   These healthy cheese  and  dairy  related
products include low or no fat, low or no cholesterol and lactose-
free  varieties.  These products are sold throughout  the  United
States  and  internationally to customers  in  the  retail,  food
service  and  industrial  markets.  The  Company's  headquarters,
manufacturing  and warehouse facilities are located  in  Orlando,
Florida.

Results of Operations

Net  Sales  were  $10,118,593 in the quarter ended  December  31,
1999, compared to net sales of
$8,016,245  for the quarter ended December 31, 1998, an  increase
of  26%.   Net  sales were $31,021,298 for the nine months  ended
December 31, 1999 as compared to $21,362,621 for the same  period
one year ago, an increase of 45%.  The increase in sales has been
a  trend  for the company over the last three fiscal years.   The
Company commenced targeted advertising campaigns for its flagship
brand  of Veggie products, including print, television and  radio
advertising in key markets across the country.  This has resulted
in  an  upward  trend  in sales volume for  the  Veggie  line  of
products.   The  Company expects this trend in  sales  volume  to
continue throughout fiscal 2000.

Cost  of Goods Sold were $6,150,637 representing 61% of net sales
for the quarter ended December 31, 1999, compared with $5,140,196
or  64% of net sales for the same period ended December 31, 1998.
Cost  of  Goods Sold were $19,463,363 for the nine  months  ended
December  31, 1999, representing 63% of net sales as compared  to
$14,696,095  or  69%  of  net sales for  the  nine  months  ended
December 31, 1998.  The decrease in the cost of goods sold  as  a
percentage of net sales was due to improvements in the  Company's
gross  margins  primarily  resulting  from  increased  production
efficiencies, longer production runs, and changes in the  product
mix to focus on sales of higher margin, branded products.

Selling  expenses were $1,399,308 for the quarter ended  December
31,  1999,  compared with $1,099,558 for the  same  period  ended
December 31, 1998, an increase of 27%.  For the nine months ended
December  31, 1999, selling expenses were $4,347,732 as  compared
to  $2,554,464 for the same period one year ago, an  increase  of
70%.  The increase in expenses over the same period a year ago is
mainly  attributed to a new advertising campaign to  promote  the
Company's  flagship  line of Veggie products.   The  increase  in
selling  expenses  also correlates to an increase  in  sales,  as
approximately  31%  of  selling  expenses,  such   as   brokerage
commissions,  are  variable  in  nature  and  increase  as  sales
increase.

Delivery  expenses were $588,652 for the quarter  ended  December
31,  1999,  compared  with $441,430 for  the  same  period  ended
December  31,  1998,  a  33% increase.   Delivery  expenses  were
$1,576,364  for  the  nine  months ended  December  31,  1999  as
compared  to  $1,096,136 for the nine months ended  December  31,
1998.  The increase in delivery costs is a result of the increase
in  sales  shipments to customers for the periods ended  December
31,  1999  as  compared with the same periods in the prior  year.
In  addition, there was an increase in shipping rates during  the
third quarter of fiscal 2000.

<PAGE> 10

General and Administrative expenses were $893,570 for the quarter
ended  December  31, 1999, compared with $540,501  for  the  same
period  ended  December  31, 1998, a 65% increase.   General  and
administrative expenses increased 82% to $2,692,475 for the  nine
months ended December 31, 1999 as compared to $1,477,595 for  the
same period one year ago.  This change is primarily attributed to
additional  employees  hired during the  first  two  quarters  in
connection  with  the Company's growth and to increased  expenses
for consulting services for conversion to a new network server to
accommodate additional users.

Research  and Development expenses were $71,935 for  the  quarter
ended  December 31, 1999, compared with $48,913 for  the  quarter
ended  December 31, 1998.  These expenses were $167,250  for  the
nine  months ended December 31, 1999 as compared to $136,785  for
the  same  period  one year ago.   The increase  is  due  to  the
addition  of a second food scientist during the first quarter  of
fiscal 2000.

Other  Income and Expenses netted to $254,982 in expense for  the
quarter  ended  December  31, 1999 as  compared  to  $101,327  in
expense for the quarter ended December 31, 1998.  These  expenses
netted to $580,498 for the nine months ended December 31, 1999 as
compared  to  $197,624  for  the  same  period  in  fiscal  1999.
Interest expense increased due to additional draws on the line of
credit  during  fiscal  2000,  the  addition  of  $4  million  in
subordinated  debt  financing  on  September  30,  1999  and  the
capitalization of certain interest expense to the construction in
progress during fiscal 1999.

Liquidity and Capital Resources

Operating Activities -- Net cash used by operating activities was
$2,667,782  for the nine months ended December 31, 1999  compared
to  net  cash  used of $3,233,401 for the same period  in  fiscal
1999.   In  the nine months ended December 31, 1999, the increase
in  cash used in operating activities was a result of an increase
in  trade receivables in connection with the Company's growth  in
sales.   In  addition, the Company had an increase  in  inventory
levels  accommodated by the new warehouse facility leased by  the
Company in November 1999.  During the same period in fiscal 1999,
cash  was used in connection with the build-up of inventories  to
manage the shift from distributor to direct sales for some  large
customers.   Direct  shipping requires larger inventory  on  hand
balances and a reduced lead time on orders but reduces the  costs
associated with the sale.

Investing  Activities  -- Net cash used in  investing  activities
totaled  $1,506,933 for the nine month period ended December  31,
1999  compared to net cash used of $1,213,521 for the same period
in  fiscal  1999.    Cash  used for investing  activities  during
fiscal  2000  resulted  from purchases  of  racking  and  cooling
equipment  and  the  construction of a new  Culinary  School  for
foodservice customers during the first three quarters  in  fiscal
2000.

Financing  Activities  -- Net cash flows  provided  by  financing
activities were $4,176,151 for the nine months ended December 31,
1999  compared  to $4,427,363 for the nine months ended  December
31,  1998.  The large cash flows from financing activities during
fiscal 2000 is primarily attributable to the Company closing on a
$4,000,000   subordinated  note  payable  to   Finova   Mezzanine
Corporation on September 30, 1999.  The subordinated  note  bears
interest at a rate of 13.5% and is secured by a secondary lien on
the Company's assets.

In  addition,  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.  The  availability
under  this  line  of  credit  arrangement  is  calculated  on  a
borrowing  base  of  eligible inventory and accounts  receivable.
This  line of credit was increased to $3 million during  February
1997.   During June 1998, the Company amended the line of  credit
availability  to  $3.5 million.  The amendment also  reduced  the
interest  on  the  line of credit to prime plus  one  half  of  a
percent.   During December 1998, the Company further amended  the
line  of  credit  to  increase  borrowing  availability  to  $5.5
million.

<PAGE> 11

On  June  27, 1997, the Company secured a $1.5 million term  note
payable   with   Finova  Capital  Corporation  to   finance   the
acquisition of certain production equipment.  The agreement calls
for  interest  at  the prime rate plus two percent.  During  June
1998,  the Company signed an amendment to the note which expanded
the  term note payable to $3 million.  The amendment also reduced
the interest on the term note to prime plus one percent.

On  October  16,  1998, the Company sold 357,143  shares  of  its
common  stock  to  a  private investor at an aggregate  price  of
$937,500.


Recent Accounting Pronouncements
In  June  1998,  the  FASB issued SFAS No. 133,  "Accounting  for
Derivative Instruments and Hedging Activities" ("FAS 133").   FAS
133  requires companies to recognize all derivative contracts  as
either  assets or liabilities in the balance sheet and to measure
them  at fair value.  If certain conditions are met, a derivative
may specifically be designated as a hedge, the objective of which
is  to  match the timing of gain or loss recognition of: (i)  the
changes  in the fair value of the hedged asset or liability  that
are  attributable to the hedged risk; or (ii) the earnings effect
of the hedged transaction.  For a derivative not designated as  a
hedging  instrument, the gain or loss is recognized as income  in
the  period  of  change.  FAS 133, as amended by  SFAS  137,   is
effective  for all fiscal year quarters of fiscal years beginning
after  June 15, 2000.  Historically, the Company has not  entered
into  any derivative contracts either to hedge existing risks  or
for  speculative  purposes.  Accordingly, the  Company  does  not
expect  adoption of the new standard on April 1, 2001  to  affect
its financial statements.

Year 2000 Compliance

The Year 2000 problem is the result of information technology
systems and embedded systems (products that are made with
microprocessor (computer) chips) using a two-digit format, as
opposed to four digits, to indicate the year.  Such information
technology and embedded systems may be unable to properly
recognize and process date-sensitive information beginning
January 1, 2000.

The Company had undertaken an assessment of the potential impact
of the Year 2000 issue to its internal operations.  Such
assessment included a review of the impact primarily in the
following areas:  production and manufacturing systems, business
systems, including sales and marketing, billing, and
infrastructure.  The Company's infrastructure consists of a
network of personal computers and servers that were obtained from
major suppliers.  The Company also utilizes various business,
administrative and financial software applications on the
infrastructure to perform the business functions of the Company.
The Company tested and upgraded its information technology
systems and embedded systems, which would have been affected by
the Year 2000 issue.  To date, the Company has incurred
approximately $135,000 to upgrade its systems for compliance with
Year 2000 issues.  These upgrades were also undertaken to improve
the functionality of the Company's production and accounting
systems.   The Company did not experience any significant
problems associated with the Company's Year 2000 compliance.

<PAGE> 12

The Company has material third party relationships with its
customers, suppliers, shippers, utilities, financial
institutions, and transfer agent.  If the operations of any of
these third parties are adversely impacted by Year 2000
deficiencies, it may have a material impact on the Company.
Accordingly, the Company requested information and documentation
from the Company's significant customers and suppliers, shippers,
utilities, financial institutions, and
transfer agent relating to their Year 2000 compliance plans in
the form of a survey.  The Company's financial institutions and
transfer agent have certified Year 2000 compliance.

The Company received approximately 90% of its certifications from
customers.  With respect to the responses received, no customers
indicated or displayed significant problems which could result in
a material loss.

The Company received approximately 95% of its certifications from
material suppliers.  Of the 5% who have not responded, there are
no sole source suppliers for the Company.  For each of the non-
respondents, the Company regularly does business with an
alternate supplier who has certified Year 2000 compliance to the
Company.

To date, management has not been advised that any of its
significant customers, suppliers, shippers, utilities, financial
institutions, or transfer agent has suffered any Year 2000
problem that could have a material adverse effect on the Company,
its operations or its performance.


Item 3.  Quantitative and Qualitative Data Concerning Market Risk

Not applicable.

<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-Q.

Exhibit No  Exhibit Description

*3.1           Certificate  of Incorporation of the  Company,  as
          amended   (Filed  as  Exhibit  3.1  to  the   Company's
          Registration  Statement on Form S-18, No.  33-15893-NY,
          incorporated herein by reference.)

*3.2           Amendment to Certificate of Incorporation  of  the
          Company,  filed on February 24, 1992 (Filed as  Exhibit
          4(b) to the Company's Registration Statement on Form S-
          8, No. 33-46167, incorporated herein by reference.)

*3.3           By-laws  of  the  Company, as  amended  (Filed  as
          Exhibit 3.2 to the Company's Registration Statement  on
          Form  S-18,  No.  33-15893-NY, incorporated  herein  by
          reference.)

*3.4           Amendment to Certificate of Incorporation  of  the
          Company,  filed on January 19, 1994 (Filed  as  Exhibit
          3.4 to the Company's Registration Statement on Form SB-
          2, No. 33-80418, and incorporated herein by reference.)

 *3.5          Amendment to Certificate of Incorporation  of  the
          Company,  filed on July 11, 1995 (Filed as Exhibit  3.5
          on  Form  10-KSB for fiscal year ended March 31,  1996,
          and incorporated herein by reference.)

 *3.6          Amendment to Certificate of Incorporation  of  the
          Company,  filed on January 31, 1996 (Filed  as  Exhibit
          3.6  on  Form  10-KSB for fiscal year ended  March  31,
          1996, and incorporated herein by reference.)

*10.1          Second  Amendment to the Security  Agreement  with
          Finova  Financial Services dated June  1998  (Filed  as
          Exhibit  10.1 on Form 10-K for fiscal year ended  March
          31, 1999, and incorporated herein by reference.)

*10.2         Third Amendment to the Security Agreement with
          Finova Financial Services dated December 1998 (Filed as
          Exhibit 10.2 on Form 10-K for fiscal year ended March
          31, 1999, 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 last quarter of the
period covered by this report.


<PAGE> 14


                           SIGNATURES


In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.











                              GALAXY FOODS COMPANY




Date: February 10, 2000       /s/Angelo S. Morini
                              Angelo S. Morini
                              Chairman and President
                              (Principal Executive Officer)






Date: February 10, 2000       /s/Cynthia L. Hunter
                              Cynthia L. Hunter, CPA
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)