3


                           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, 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 September 30, 1997, there were 61,594,960 shares of
Common Stock $.01 par value per share, outstanding.

<PAGE> 2

                      GALAXY FOODS COMPANY

                      Index to Form 10-QSB
              For Quarter Ended September 30, 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   10-11

PART II.  OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K                12-15

SIGNATURES                                                   16



<PAGE> 3



                 PART I.  FINANCIAL INFORMATION

                      GALAXY FOODS COMPANY

                    CONDENSED BALANCE SHEETS



                                       SEPTEMBER 30,   MARCH 31,
                                           1997          1997
                                        (Unaudited)
                             ASSETS

CURRENT ASSETS:
  Cash and cash equivalents             $  24,078      $  16,485
  Marketable securities                        --        298,671
  Trade receivables, net                1,836,864      1,631,268
  Inventories                           2,565,959      1,802,244
  Prepaid expenses                        384,236        346,082
     Total current assets               4,811,137      4,094,750

PROPERTY & EQUIPMENT, NET               9,608,813      8,186,009

OTHER ASSETS                              181,424        211,687
        TOTAL                         $14,601,374    $12,492,446


              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Line of credit                       $2,330,368     $1,370,953
  Accounts payable - trade              1,410,814        449,227
  Accrued liabilities                     395,598        418,968
  Current portion of obligations
     under capital leases                  14,559         24,396
     Total current liabilities          4,151,339      2,263,544

OBLIGATIONS UNDER CAPITAL LEASES,
  less current portion                     25,233         32,668
     Total liabilities                  4,176,572      2,296,212

COMMITMENTS AND CONTINGENCIES                  --             --

STOCKHOLDERS' EQUITY:

  Convertible preferred stock                  --             26
  Common stock                            615,950        571,282
  Additional paid-in capital           45,815,875     45,780,462
  Accumulated deficit                 (23,234,823)   (23,383,336)
                                       23,197,002     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        10,424,802     10,196,234
        TOTAL                         $14,601,374    $12,492,446


    See accompanying notes to condensed financial statements.

<PAGE> 4

                      GALAXY FOODS COMPANY

               CONDENSED STATEMENTS OF OPERATIONS



                              THREE MONTHS ENDED      SIX MONTHS ENDED
                                SEPTEMBER 30,          SEPTEMBER 30,
                                 (unaudited)            (unaudited)
                                1997       1996        1997       1996


NET SALES                  $5,031,997  $5,133,456  $10,915,451   $8,488,436

COST OF GOODS SOLD          3,781,453   4,279,885    8,551,410    7,231,501
  Gross Margin              1,250,544     853,571    2,364,041    1,256,935

OPERATING EXPENSES:
  Selling                     526,993     475,122      940,190      840,079
  Delivery                    222,141     153,293      439,867      270,269
  General and administrative  336,199     312,834      721,965      649,047
  Research and development     52,388      47,062       96,147      105,603
     Total                  1,137,721     988,311    2,198,169    1,864,998

OPERATING INCOME (LOSS)       112,823    (134,740)     165,872     (608,063)

OTHER INCOME (EXPENSE):
  Interest expense             (7,885)     (2,303)     (39,830)      (9,881)
  Interest income                 239      44,652        2,547       83,668
  Other income                 20,215       2,449       19,924        5,101
     Total                     12,569      44,798      (17,359)      78,888

NET INCOME (LOSS)             125,392     (89,942)     148,513     (529,175)

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

NET INCOME (LOSS) APPLICABLE
  TO COMMON STOCK           $ 125,392    $(89,942)   $ 148,513  $(2,123,581)*

NET INCOME (LOSS) PER
  COMMON SHARE              $      --    $     --    $      -- $       (.06)*

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING       63,750,604  34,459,093   62,731,924   34,302,404


*  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     90,000       900      --      --       44,334             --              --         45,234

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                  --        --      --      --           --        148,513              --        148,513

Balance 
Sept. 30, 1997      61,594,960 $ 615,950      --  $   -- $ 45,815,875  $ (23,234,823)  $ (12,772,200)  $ 10,424,802

</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


                                             SIX MONTHS ENDED
                                               SEPTEMBER 30, 
                                           1997          1996
                                       (Unaudited)    (Unaudited)

CASH FLOWS FROM/(USED IN) OPERATING
   ACTIVITIES:
  Net Income (Loss)                     $ 148,513      $(529,175)

   ADJUSTMENTS TO RECONCILE NET INCOME
   (LOSS) TO NET CASH PROVIDED BY (USED IN)
   OPERATING ACTIVITIES:
  Depreciation expense                    320,463        194,924
  Gain on sale of assets                   (1,329)            --
  Consulting and director fee expense 
    paid through issuance of common 
    stock warrants                         39,813         26,469
  (Increase) decrease in:
    Trade receivables                    (205,596)    (1,502,387)
    Inventories                          (763,715)      (520,157)
    Prepaid expenses                      (38,154)       (21,436)
  Increase (decrease) in:
    Accounts payable                      961,587        150,428
    Accrued liabilities                   (23,370)        (3,492)
  NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                    438,212     (2,204,826)

CASH FLOWS FROM/(USED IN) INVESTING
   ACTIVITIES:
  Purchase of marketable securities            --     (2,044,949)
  Purchase of property and equipment     (534,635)      (957,979)
  (Increase) decrease in other assets          --        (45,447)
  Sale of marketable securities           300,000             --
  NET CASH USED IN INVESTING
  ACTIVITIES                             (234,635)    (3,048,375)

CASH FLOWS FROM/(USED IN) FINANCING
   ACTIVITIES:
  Borrowings on line of credit         10,273,382            --
  Repayments on line of credit        (10,522,599)           --
  Principal payments on note payable           --       (63,451)
  Principal payments on capital lease 
    obligations                           (17,272)      (34,565)
  Proceeds from issuance of common 
    stock, net of offering costs           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                          45,234        12,250
  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 (USED IN) FINANCING
  ACTIVITIES                             (195,984)    5,704,705

<PAGE> 7
                      GALAXY FOODS COMPANY

         CONDENSED STATEMENTS OF CASH FLOWS (continued)


                                            SIX MONTHS ENDED
                                              SEPTEMBER 30,
                                            1997           1996
                                        (Unaudited)    (Unaudited)

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                         7,593        451,504

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

CASH AND CASH EQUIVALENTS, END
   OF PERIOD                            $  24,078      $ 579,440



    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:
                                        SEPTEMBER 30,   MARCH 31,
                                            1997          1997
                                         (unaudited)
     Raw materials                      $1,598,396     $1,136,269
     Finished goods                        967,563        665,975
      Total                             $2,565,959     $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 September 30,
     1997 and September 30, 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 six months ended September 30,          1997     1996

     Noncash financing and investing activities:
        Consulting and directors fees paid through 
          issuance of common stock warrants        39,813    26,469

     Purchase of equipment under capital lease 
        option                                         --    26,105

     Warrants issued for consulting services        9,550    57,500

     Cash paid for:
        Interest                                   39,830    16,860

<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 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 decreased 2.0% to $5,031,997 for the quarter ended
September 30, 1997, compared to net sales of $5,133,456 for the
quarter ended September 30, 1996.  Sales for the six months ended
September 30, 1997 increased by 28.6% to $10,915,451, compared to
$8,488,436 for the same period in fiscal 1997.  Sales for the
quarter have declined due to a strategic abatement of lower
margin foodservice sales during the second quarter of fiscal
1998.  Sales for the six month period have improved as the
abatement of foodservice sales had not begun until July 1997.
Overall, sales by our retail division have been increasing 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
third and fourth quarters as retail sales continue to increase
and foodservice sales improve with the introduction of new
equipment and product positions.

Cost of Goods Sold were $3,781,453 representing 75.1% of net
sales for the quarter ended September 30, 1997, compared with
$4,279,885 or 83.4% of net sales for the same period ended
September 30, 1996.  For the six month period ended September 30,
1997, cost of sales represented 78.3% of sales as compared to
85.2% for the same period in fiscal 1997.  The Company was able
to improve gross margin by strategically eliminating 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.

Selling expenses were $526,993 for the quarter ended September
30, 1997, compared with $475,122 for the same period ended
September 30, 1996, an increase of 10.9%.  In addition, selling
expenses for the six months ended September 30, 1997 increased
11.9% to $940,190 as compared to $840,079 for the six months
ended September 30, 1996.  The increase in 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 advertising and brokerage costs associated
with the increase in sales volume.

Delivery expenses increased 44.9% to $222,141 for the quarter
ended September 30, 1997, compared with $153,293 for the same
period ended September 30, 1996.  For the six months ended
September 30, 1997, delivery expenses increased 62.8% 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.


<PAGE> 11

General and Administrative expenses were $336,199 for the quarter
ended September 30, 1997, compared with $312,834 for the same
period ended September 30, 1996, an increase of 7.5%.  In
addition, general and administrative expenses for the six months
ended September 30, 1997 increased by 11.2% compared with the
same period in fiscal 1997.  The increase is primarily attributed
to increased expenses for consulting services and employee
salaries.

Research and Development expenses were $52,388 for the quarter
ended September 30, 1997, compared with $47,062 for the quarter
ended September 30, 1996, an increase of 11.3%.  These expenses
were $96,147 for the six months ended September 30, 1997 as
compared to $105,603 for the six months ended September 30, 1996.
The increase in expenses during the second quarter is due to the
introduction and development of several new product positions as
well as the development of formulations for the new foodservice
equipment.

Other Income and Expenses netted to $12,569 in income for the
quarter ended September 30, 1997 as compared to $44,798 for the
quarter ended September 30, 1996.  During the first two 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 $438,212 for the six months ended September 30, 1997 compared
to net cash used of $2,204,826 for the same period in 1996.  This
change in operating activities is the result of the Company
achieving profitability during fiscal 1998 following an
improvement in gross margin.  In addition, accounts receivable
was built up in the prior year as a result of the increase in
sales during fiscal 1997.

Investing Activities -- Net cash used in investing activities
totaled $234,635 for the six months ended September 30, 1997
compared to net cash used of $3,048,375 for the same period in
1996.   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 September
30, 1997, all marketable securities had been sold by the Company.

Financing Activities -- Net cash used in financing activities was
$195,984 for the six months ended September 30, 1997 compared to
net cash provided by financing activities of $5,704,705 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 September 30, 1997, the balance
outstanding under this line of credit agreement was $1,121,736.

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 September 30, 1997, the balance
outstanding under this agreement was $1,208,632.

<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.

Exhibit No  Exhibit Description

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

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

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

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

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

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

*10.1       1987  Stock Plan of the Company, as amended (Filed
            as Exhibit 4(d) to the Company's Registration Statement
            on  Form  S-8,  No.  33-46167, incorporated  herein  by
            reference.)

*10.2       Form  of  Non-Qualified  Stock  Option  Agreement
            between  the  Company and certain directors  (Filed  as
            Exhibit  10 (n) to the Company's Report on Form  10-KSB
            for  fiscal year ended March 31, 1988, and incorporated
            herein by reference.)

*10.3       Form  of  Incentive Stock Option Agreement  issued
            pursuant  to  the Company's 1987 Stock Plan  (Filed  as
            Exhibit  10 (o) to the Company's Report on Form  10-KSB
            for  fiscal year ended March 31, 1988, and incorporated
            herein by reference.)

*10.4       1991  Non-Employee Director Stock Option  Plan  of
            the  Company  (Filed as Exhibit 4 (g) to the  Company's
            Registration  Statement  on  Form  S-8,  No.  33-46167,
            incorporated herein by reference.)

*10.5       1991  Employee Stock Purchase Plan of the  Company
            (Filed  as  Exhibit 4 (h) to the Company's Registration
            Statement  on  Form  S-8,  No.  33-46167,  incorporated
            herein by reference.)

* Previously filed

<PAGE> 13

Exhibit No  Exhibit Description

*10.6       Lease  Agreement between ANCO Company and  Company
            dated as of November 13, 1991 (Filed as Exhibit 10 (bb)
            to  the Company's Report on Form 10-KSB for fiscal year
            ended  March  31,  1992,  and  incorporated  herein  by
            reference.)

*10.7       Factoring  Agreement,  Assignment  and  Repurchase
            Agreement,  Security Agreement and Power  of  Attorney,
            dated  as  of  June 1, 1993, between  the  Company  and
            J.T.A.  Factors, Inc. (Filed as Exhibit 10 (nn) to  the
            Company's  Report  on  Form 10-QSB  for  the  quarterly
            period ended June 30, 1993.)

*10.8       Company's  Registration  Statement  on  Form  S-8,
            Number  33-69546, filed September 28,  1993  (Filed  as
            Exhibit  10.40 to the Company's Registration  Statement
            on  Form SB-2, No. 33-80418, and incorporated herein by
            reference.)

*10.9       Post-Effective  Amendment  No.  1  to   Company's
            Registration Statement on Form S-8, No. 33-69546, filed
            October  28,  1993  (Filed  as  Exhibit  10.41  to  the
            Company's Registration Statement on Form SB-2, No.  33-
            80418, and incorporated herein by reference.)

*10.10      Company's Registration Statement on Form S-8,  No.
            33-78684, filed May 6, 1994 (Filed as Exhibit 10.42  to
            the  Company's Registration Statement on Form SB-2, No.
            33-80418, and incorporated herein by reference.)

*10.11      Post-Effective  Amendment  No.  1  to   Company's
            Registration Statement on Form S-8, No. 33-78684 (Filed
            June 6, 1994, and incorporated herein by reference.)

*10.12      Company's Registration Statement on Form S-8,  No.
            33-81636 (Filed July 18, 1994, and incorporated  herein
            by reference.)

*10.13      Post-Effective  Amendment  No.  1  to   Company's
            Registration Statement on Form S-8, No. 33-81636 (Filed
            August 10, 1994, and incorporated herein by reference.)

*10.14      Subscription  for  shares and  investment  letter,
            dated  November 4, 1994, between the Company and Angelo
            S.  Morini  (Filed as Exhibit 10.122 on report  10-QSB,
            for  the quarterly period ended December 31, 1994,  and
            incorporated herein by reference.)

*10.15      Balloon  promissory note, dated November  4,  1994
            (Filed  as  Exhibit 10.123 on report  10-QSB,  for  the
            quarterly   period  ended  December   31,   1994,   and
            incorporated herein by reference.)

*10.16      Stock pledge and security agreement dated November
            4,  1994 (Filed as Exhibit 10.124 on report 10-QSB, for
            the  quarterly  period  ended December  31,  1994,  and
            incorporated herein by reference.)

*10.17      First  Amendment to Lease Agreement  between  ANCO
            Company  and  the Company dated as of   April  1,  1994
            (Filed as Exhibit 10.76 on report 10-KSB for the fiscal
            year  ended March 31, 1995, and incorporated herein  by
            reference.)

*10.18      Consulting  Agreement,  dated  March  15,   1995,
            between  Lee  Chira and the Company (Filed  as  Exhibit
            10.77  on report 10-KSB for the fiscal year ended March
            31, 1995, and incorporated herein by reference.)


* Previously filed

<PAGE> 14

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 filed

<PAGE> 15

Exhibit No  Exhibit Description

*10.31      Line  of  Credit  Agreement with Finova  Financial
            Services  (Filed  as Exhibit 10.31 on Form  10-KSB  for
            fiscal  year  ended  March 31, 1997,  and  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
            six months ended September 30, 1997.



* - Previously filed

<PAGE> 16

                           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: October 24, 1997        /s/ Angelo S. Morini
                              Angelo S. Morini
                              Chairman and President
                              (Principal Executive Officer)






Date:  October 24, 1997       /s/ Cynthia L. Hunter
                              Cynthia L. Hunter, CPA
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)