Securities and Exchange Commission
                           Washington D.C. 20549

                                 Form 10-KSB

Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 1998      Commission file number 0-7320


                                  FARM FISH, INC.

                   (Name of small business issuer in its charter)


          MISSISSIPPI                                    64-0474591
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                         Identification Number) 
  


Post Office Box 23109                                   39225-3109
Jackson, MS                                         
(Address of principal executive offices)                  Zip Code


Registrant's telephone number, including area code     (601) 354-3801

Securities Registered under Section 12(g) of the Exchange Act:


                           No-Par Common Stock
                            (Title of Class)


Check whether issuer (1) filed all reports required to be filed by Section 
13 or 15(d) of the Exchange Act during the past 12 months (or 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 _____

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be 
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 
10-KSB or any amendment to this Form 10-KSB. [ ]

Revenues for the year ended December 31, 1998 were $3,773,668.  

Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1998   Indeterminate*

(2,688,605 shares issued and outstanding as of December 31, 1998)

                DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the definitive Proxy Statement to be mailed to the
shareholders of Registrant in connection with the Annual Meeting of
Shareholders to be held on May 26, 1999 are incorporated by reference into
Part III of this Form 10-KSB.

----------------------------

     * For purposes of the response to this item only, Delta Industries, Inc.
and all directors of the Registrant have been deemed affiliates of the
Registrant.

     * The Registrant has been advised by two broker sources who have
heretofore traded in the stock of the Registrant that there is insufficient
basis for establishing a market value.
<PAGE>
                                 Farm Fish, Inc.

                                   Form 10-KSB

                                Table of Contents




        Item                                               Page(s)
     Part I

1.  Description of Business                                    5-6

2.  Description of Property                                     7

3.  Legal Proceedings                                           7

4.  Submission of Matters to                                    7
    a Vote of Security Holders

     Part II

5.  Market for Registrant's
    Common Stock and Related
    Stockholder Matters                                         8

6.  Management's Discussion and 
    Analysis of Financial Condition
    and Results of Operations                                  9-10

7.  Financial Statements                                      11-22

8.  Changes In and Disagreements with
    Accountants on Accounting and
    Financial Disclosure                                        7

     Part III

9.  Directors, Executive Officers,                     Incorporate by Reference
    Promoters and Control Persons; Compliance          Pursuant to General
    With Section 16(a) of the Exchange Act             Instruction E

10. Executive Compensation                             Incorporated by Reference
                                                       Pursuant to General
                                                       Instruction E


11. Security Ownership of                              Incorporated by Reference
    Certain Beneficial                                 Pursuant to General
    Owners and Management                              Instruction E

12. Certain Relationships                              Incorporated by Reference
    and Related Transactions                           Pursuant to General
                                                       Instruction E


13. Exhibits and Reports on Form 8-K                         24












                           The Officers of Farm Fish, Inc.



     Name                                         Office

Leland R. Speed                          Chairman of the Board of Directors

Thomas R. Slough, Jr.                    President

David Robison                            Vice-President

Jayne Dew                                Secretary-Treasurer


All officers are elected by the Board of Directors.  The term of office is not 
fixed.


                     Members of the Board of Directors



     Name                                       Principal Occupation

W. D. Mounger                    President of Delta Royalty Company, Inc.,
                                 (engaged generally in the oil and gas business)



R. Reed Doyle                    Employee of Silver Creek Plantation (engaged
                                 in agri-business operations)


Thomas R. Slough, Jr.            Vice-Chairman of Delta Industries, Inc. 
                                 (engaged in marketing ready-mix concrete)


Leland R. Spe                    Engaged as an officer and/or director in
                                 various corporations, including EastGroup
                                 Properties, Inc. and Parkway Properties, Inc. 
                                 which are real estate investment trusts engaged
                                 in various real estate operations


The term of office for all directors will expire at the AnnualMeeting scheduled 
for May 26, 1999.
<PAGE>
                            Description of Business

General

Farm Fish, Inc., "Farm Fish" engages in the hatching and growing of catfish 
(generally referred to as "producing" catfish).  Farm Fish was organized in 
1972 as a Subchapter C corporation. The principal executive offices of Farm 
Fish are located at 100 W. Woodrow Wilson Drive, Jackson, Mississippi 39213, 
and its telephone number is (601) 354-3801.
   
                           The Catfish Industry

The catfish farming industry has grown rapidly since its inception in the late 
1960's.  In 1969, approximately 3.2 million pounds of catfish were sold to 
processing plants at an average sale price of approximately $0.37 per pound.  
In 1998, the number of pounds sold to catfish processors had increased to 
approximately 564 million pounds, at sale prices ranging from approximately  
$.69 to $.79 per pound during the year.

Catfish farming is conducted primarily in Alabama, Arkansas, Louisiana and 
Mississippi, with Mississippi dominating the industry.

                         Farm Fish's Operations

Farm Fish's primary production assets are brood ponds, a hatchery, fingerling 
ponds and production ponds.  The life cycle of a farm-raised catfish begins in 
a brood pond, where the eggs ("spawn") are laid and fertilized.  The spawn is 
then retrieved and taken to the hatchery, where it is placed in water-filled 
troughs which are continuously monitored to ensure the water is aerated and 
kept at the proper temperature.  The hatchery operates for approximately two 
months each year, usually from mid-May to mid-July.

The newly hatched catfish, called "fry", are kept in the hatchery briefly and 
are then transported to a fingerling pond where they remain until they are one 
to two inches in length, at this stage the catfish are referred to as 
"fingerlings". Some of the fingerlings may be sold to other catfish farmers,
but typically most are kept and used to stock the farm's production ponds.  
The catfish are fed until they reach marketable size (usually one to one-and-a-
half pounds) and harvested with seines.

The catfish are fed a commercially prepared feed consisting of soybeans, corn, 
wheat and fishmeal.  The catfish are fed from approximately mid-March through 
the end of October each year.  Little food is supplied to the catfish during 
the winter months.

Farm Fish conducts its business at its catfish farm in Humphreys County, 
Mississippi.  The farm consists of approximately 1,750 acres of land, of which 
approximately 1,375 acres are devoted to mostly 20 acre ponds.  The farm is a
complete facility for producing "farm-raised" catfish, with brood ponds, a 
hatchery, fingerling ponds and production ponds.
<PAGE>
                          Processing and Marketing

Farm Fish sold its processing operations in March 1986 and no longer engages in 
processing live fish or marketing processed products.

                           Significant Customers

The Company's sales are to a limited number of catfish processors.  In 1998 two 
processors represented 85%, and 7% of the Company's net sales.  In 1997, the 
same two processors represented 68% and 18% of the Company's net sales.

                                Competition

There are a substantial number of independent catfish producers in the general 
market area.  Farm Fish is one of the larger producers of live fish according 
to reports published by the USDA's National Agricultural statistical service.
Competition among catfish farmers who produce live fish for sale to catfish 
processors is based primarily on price.  Production techniques are becoming 
more sophisticated as the industry matures, and farmers who take advantage of 
the emerging technology in areas such as the maintenance of high water quality 
may develop a competitive advantage in terms of cost efficiency.  The Company 
continually monitors water quality of each pond to ensure optimum conditions 
for fish growth.  The Company has replaced some of its gas and diesel powered 
aeration equipment with more efficient and cost effective electrical aeration 
equipment.

                             Farm Fish Personnel

On December 31, 1998, Farm Fish employed twenty-two employees, all of whom were
engaged in duties related to its catfish farming operations.

                              Industry Segments

Farm Fish operates in only one industry segment, ("catfish production").

                             Regulatory Matters

Farm Fish's facilities and operations are subject to regulation by various 
federal and state agencies, including, but not limited to, the United States 
Department of Agriculture, The Environmental Protection Agency, The Occupational
Safety and Health Administration and corresponding state agencies.

Compliance with existing regulations has not had a material adverse effect on 
Farm Fish's earnings or competitive position in the past and is not anticipated 
to have a materially adverse effect in the future.  Management believes that 
Farm Fish is in substantial compliance with existing laws and regulations
relating to the operation of its facilities and does not know of any major 
capital expenditures necessary to comply with such regulations.
<PAGE>
                         Description of Property

Farm Fish owns nearly 1,750 acres of farmland in Humphreys County, Mississippi,
near the town of Louise.  Most of this land is devoted to the ponds, to the 
banks and levees, which surround and separate the ponds, and to various service
and storage areas.  Farm Fish has borrowings from a bank totaling $495,000 at 
December 31, 1998 which is an unsecured line of credit guaranteed by Delta 
Industries, Inc. ("Delta Industries").  See Note 4 to the Consolidated 
Financial Statements.

                              Inventory

Farm Fish owns a substantial inventory of harvestable and growing fingerlings, 
and during the spring of the year owns a substantial inventory of spawn and fry.
These catfish are located at the hatchery and in the fingerling and production
ponds on the catfish farm in Humphreys County, Mississippi.  The book value of 
the live fish inventory as of December 31, 1998 was $4,587,245.

                               Brood Fish

Farm Fish also owns "brood" fish which are located in the brood fish ponds on 
the catfish farm in Humphreys County, Mississippi.  The book value of the brood
fish as of December 31, 1998 was $80,960.

                            Legal Proceedings

As of December 31, 1998, there were no material legal proceedings pending or 
threatened against Farm Fish.

                  Submission of Matters to a Vote of Security Holders

None.

                   Changes In and Disagreements with Accountants
                       on Accounting and Financial Disclosure

None.

                   MARKET FOR REGISTRANT'S COMMON STOCK AND
                        RELATED STOCKHOLDER MATTERS

The authorized capital stock of Farm Fish consists of 5,000,000 shares of 
common stock.  The 2,688,605 issued and outstanding shares of Farm Fish's 
stock are held of record by approximately 1,843 stockholders.  Although Farm 
Fish common stock is registered under the Securities Exchange Act of 1934,
there is no readily ascertainable market value for the stock, since the stock 
is not traded on any exchange, is traded infrequently over the counter, and is 
not quoted in any newspaper.  The stock is listed in the "pink sheets" under 
the symbol "FFIH".  Farm Fish has been advised by broker sources who have 
heretofore traded in the stock of Farm Fish that there is insufficient basis 
for establishing a market value.

Holders of Farm Fish common stock have one vote for each share held and are 
entitled to accumulate their votes for the election of directors.  Shares of 
common stock are not subject to redemption and the holders of such shares do 
not have preemptive rights.  Holders of shares of common stock are
entitled to share ratably in the assets of Farm Fish legally available for 
distribution to holders of common stock in the event of the liquidation, 
dissolution or winding up of Farm Fish.  The holders of common stock are 
equally entitled to dividends when, as and if declared by the Board of 
Directors.

                              Dividends

No cash dividend has been paid by Farm Fish since May 1, 1982.  Any payment of 
dividends in the future will depend upon Farm Fish's growth, profitability, 
available cash, financial condition and other factors that the Board of 
Directors deems relevant.

<PAGE>
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


               Comparison of 1998 to 1997 Results of Operations

Net sales increased by $542,615 or 17% from 1997.  The increase resulted from 
a 2% increase in the sale price of catfish, and a 623,116 or 14% increase in 
pounds of catfish sold.

Cost of product sold for 1998 increased $683,947 or 26% as compared to 1997.  
The increase is attributable to the 14% increase in pounds of catfish sold 
and an increase in mortality.  In 1998, the Company experienced higher 
mortality due to certain periods of oxygen depletion and extreme temperatures 
during the summer months.  The expense recorded for mortality, included in cost
of product sold, increased approximately $200,000 to $310,000 from 1997.  
The average market price paid for catfish feed decreased 14% in 1998 from
1997.  Catfish feed represents the single most significant component of Farm 
Fish's cost of product.  The market price for catfish feed may fluctuate 
substantially and exhibit cyclical characteristics typically associated with 
commodity markets.  From time to time, the Company establishes prices for
a portion of its anticipated feed purchases through feed purchase agreements.

Selling, general, and administrative expenses increased $21,307 or 14% from 
1997.  The increase was consistent with the increase in net sales.

Interest expense decreased $14,571 or 22% due to a decrease in average 
borrowings.  

The effective income tax rate was 23% and 24% in 1998 and 1997, respectively, 
which was lower than the statutory federal and state income tax rates due to 
the utilization of separate return limitation year federal net operating loss
carryforwards of the Company's wholly-owned subsidiary, DAT, Inc., in 1998 and 
1997.

As the result of the above, net income decreased by $148,228 to $63,111 in 
1998 from 1997.  

                 Seasonality of Operating Results

In prior years, the revenues of Farm Fish have been seasonal and cyclical.  
Prices for live fish have tended to rise during the first part of the year 
and drift downward during the summer, only to rise again in September and 
October and fall in November and December before beginning the annual
price cycle again.  However, in 1997 prices were consistent through the first 
two quarters of the year and decreased slightly in the last two quarters and 
in 1998, prices increased the first two quarters of the year and steadily 
decreased over the last two quarters of the year.
<PAGE>
                         Liquidity and Capital Resources

The Company had $1,515,000 available under a short-term line of credit with a 
bank at December 31, 1998 and had borrowings outstanding of $485,000.  
The borrowings under the line of credit bear interest at floating rates based 
upon LIBOR (7.06% at December 31, 1998), and are unsecured.  The line of
credit is guaranteed by Delta Industries.

Additional borrowings may be necessary to meet cash flow needs during the 1999 
feeding season.  Although there is no binding commitment from Delta Industries,
Farm Fish expects Delta Industries to continue its prior policy with respect to
assisting Farm Fish in financing its operations, in light of Delta Industries' 
ownership of eighty percent (80%) of Farm Fish's outstanding common stock. 
Delta Industries also has represented that it plans to seek repayment of the 
$2,148,821 owed to it by Farm Fish as of December 31, 1998 only as cash
becomes available from operations.

During 1998, Farm Fish purchased $206,338 of property, buildings and equipment.
Cash flows provided by operating activities was $857,191 in 1998 compared to 
$179,068 in 1997. The increase is due principally to a decrease in inventories
offset by decreased net income in 1998 compared with 1997.

At year end 1998, Farm Fish's ratio of current assets to current liabilities 
was 1.71 to 1 and the ratio of stockholders' equity to total liabilities was 
1.46 to 1.  At year end 1997, Farm Fish's ratio of current assets to current
liabilities was 1.53 to 1 and the ratio of stockholders' equity to total 
liabilities was 1.17 to 1.   

                                 Inflation

Farm Fish's operations are sensitive to changes in the cost of feed and the 
market price of live fish.  As with other agricultural enterprises, these 
prices are responsive to the wide range of conditions generally affecting 
crop prices and food prices, and are not within Farm Fish's control.

                                Year 2000

The Year 2000 issue arises from the fact that many existing computer programs 
were written to store only two digits of date - related information in order 
to more efficiently handle and store data.  Thus, the programs were
unable to properly distinguish between the year 1900 and the year 2000.

The Company has internally conducted a review of its information systems to 
determine the extent of any year 2000 problem.  The Company plans to replace 
its accounting system in 1999 with a system that is Year 2000 complaint at a 
cost less than $2,000.  The Company expects to incur no additional costs 
associated with the Year 2000 issue.

The Company has discussed this potential problem with some if its major 
suppliers and customers and is in the process of contacting others in an 
effort to determine the extent to which the Company may be vulnerable to those
parties' failure to timely correct their own Year 2000 problems,  To date, 
the Company is unaware of any situations of non compliance that would 
materially adversely affect its operations or financial condition.

The Company has not developed a Year 2000 contingency plan as
of December 31, 1998. 

The Company is dependent upon feed vendors to supply feed during the feeding 
season from April to October each year, and is also dependent upon local 
utility companies to provide electricity to operate aeration equipment.  
Because live catfish are dormant during the winter months, any year
2000 problems that the feed vendors or utility companies may have would not 
affect the Company, unless these problems were not corrected by March or 
April 2000.  The inability of the Company's customers to effectively deal 
with their year 2000 issues, if any, could potentially delay sales to the
customers which could have a significant adverse affect on the Company's cash 
flows.

<PAGE>
                               Farm Fish, Inc.

                     Consolidated Financial Statements
   
                  Years ended December 31, 1998 and 1997



Contents


Report of Independent Auditors                                13
 
Audited Consolidated Financial Statements

Consolidated Balance Sheets                                   14
Consolidated Statements of Income                             15
Consolidated Statements of Shareholders' Equity               16
Consolidated Statements of Cash Flows                         17
Notes to Consolidated Financial Statements                    18

<PAGE>



                   Report of Independent Auditors

               The Board of Directors and Shareholders
                         Farm Fish, Inc.

We have audited the accompanying consolidated balance sheets of Farm Fish, 
Inc. and subsidiary as of December 31, 1998 and 1997, and the related 
consolidated statements of income, shareholders' equity, and cash flows for 
the years then ended. These financial statements are the responsibility of 
the Company's management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the consolidated financial position of Farm Fish, 
Inc. and subsidiary at December 31, 1998 and 1997, and the consolidated 
results of their operations and their cash flows for the years then ended,
in conformity with generally accepted accounting principles.

                                                         /s/ Ernst & Young LLP

Jackson, Mississippi
March 5, 1999
<PAGE>
                       Farm Fish, Inc.

                   Consolidated Balance Sheets



                                                              December 31
                                                        1998               1997
                                                        _______________________

Assets
Current assets:
  Cash and cash equivalents                      $   24,965         $   50,144
  Accounts receivable                               204,239            207,264
  Advances to employees                               3,359              6,260
  Inventories, principally live fish              4,620,540          5,067,783
  Prepaid expenses                                        -              5,220
                                                  ---------          ---------
Total current assets                              4,853,103          5,336,671

Property, buildings and equipment 
  Land                                              738,259            738,259
  Ponds and improvements                          2,302,934          2,193,131
  Brood fish                                         80,960             44,987
  Buildings                                         316,040            316,040
  Machinery and equipment                         2,227,357          2,166,795
                                                  ---------          ---------
                                                  5,665,550          5,459,212
Accumulated depreciation                          3,557,251          3,289,677
                                                  ---------          ---------
                                                  2,108,299          2,169,535
Other assets:
  Investments in cooperatives                       281,390            328,807
  Other noncurrent assets                             7,523              7,523
                                                  ---------          ---------
                                                    288,913            336,330
                                                  ---------          ---------
Total assets                                     $7,250,315         $7,842,536
                                                  =========          =========
Liabilities and shareholders' equity
Current liabilities:
  Note payable to bank                           $  485,000         $1,176,997
  Accounts payable                                  120,714             11,428
  Accrued expenses                                   80,425            159,011
  Payable to shareholder                          2,148,821          2,132,856
                                                  ---------          ---------
Total current liabilities                         2,834,960          3,480,292

Deferred income taxes                               116,000            126,000

Shareholders' equity:
  Common stock, no par value:
  Authorized shares   5,000,000
  Issued and outstanding shares - 2,688,605       4,424,336          4,424,336
  Additional paid-in capital                        475,776            475,776
  Retained earnings (deficit)                      (600,757)          (663,868)
                                                  ---------          --------- 
Total shareholders' equity                        4,299,355          4,236,244
                                                  ---------          --------- 
Total liabilities and shareholders' equity       $7,250,315         $7,842,536
                                                  =========          =========

See accompanying notes.
<PAGE>
                                Farm Fish, Inc.

                       Consolidated Statements of Income


                                                  Year ended December 31
                                                1998                   1997
                                                ---------------------------
Net sales                                      $3,773,668          $3,231,053

Cost and expenses:
  Cost of products sold                         3,266,121           2,582,174
  Selling, general and administrative             169,814             148,507
  Interest                                         50,238              64,809
  Other, net                                      205,552             156,965
                                                ---------           --------- 
                                                3,691,725           2,952,455
                                                ---------           ---------  
Income before income taxes                         81,943             278,598
Income taxes                                       18,832              67,259
                                                ---------           ---------
Net income                                     $   63,111           $ 211,339
                                                =========            ========

Net income per basic and diluted share         $      .02           $     .08
                                                =========            ========
Weighted average basic and diluted shares 
outstanding                                     2,688,605           2,688,605
                                                =========           =========



See accompanying notes.

<PAGE>
                                    Farm Fish, Inc. 

                  Consolidated Statements of Shareholders' Equity



                                           Additional   Retained      Total
                           Common Stock      Paid-in    Earnings  Shareholders'
                        Shares      Amount   Capital    (Deficit)     Equity
Balance at 
   January 1, 1997    2,688,605  $4,424,336  $475,776  $(875,207)  $4,024,905
Net income for 1997           -           -         -    211,339      211,339
                      -------------------------------------------------------
Balance at 
   December 31, 1997  2,688,605   4,424,336   475,776   (663,868)   4,236,244
Net income for 1998           -           -         -     63,111       63,111
                      -------------------------------------------------------
Balance at 
December 31, 1998     2,688,605  $4,424,336  $475,776  $(600,757)  $4,299,355
                      =======================================================




























See accompanying notes.








<PAGE>
                                Farm Fish, Inc. 

                    Consolidated Statements of Cash Flows





                                                    Year ended December 31
                                                  1998                  1997
                                                  --------------------------

Operating activities
Net income                                          $   63,111      $  211,339
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation                                       267,574          264,663
   Deferred income tax benefit                        (10,000)          (3,000)
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable
     and advances to employees                          5,926          (32,422)
     (Increase) decrease in inventories                47,243         (410,987)
     Net decrease in investments in cooperatives       47,417           83,558
     (Increase) decrease in other assets                5,220           (5,220)
     Increase in trade accounts  
       payable and accrued expenses                    30,700           71,137
                                                     ---------        ---------
Net cash provided by operating activities             857,191          179,068

Investing activities
Purchases of property, buildings and equipment       (206,338)        (158,195)
Purchases of cooperative stock                              -         (111,226)
                                                    ---------        ---------
Net cash used in investing activities                (206,338)        (269,421)


Financing activities
Net increase (decrease) in note payable to bank      (691,997)         471,997
Principal payments on long-term debt                        -         (370,000)
Net change in payable to shareholder                   15,965          (42,315)
                                                    ---------        ---------
Net cash provided by (used in) financing activities  (676,032           59,682
                                                    ---------        ---------
Decrease in cash and cash equivalents                (25,179)          (30,671)
Cash and cash equivalents at beginning of year        50,144            80,815
                                                    ---------        ---------
Cash and cash equivalents at end of year           $  24,965         $  50,144
                                                    =========        ==========



See accompanying notes.
<PAGE>
                               Farm Fish, Inc.

                 Notes to Consolidated Financial Statements

                              December 31, 1998


1.  Accounting Policies

Business

Farm Fish, Inc. ("the Company") is engaged in catfish farming on approximately 
1,375  water acres within the State of Mississippi. Catfish farming is conducted
in a few southern states, principally Mississippi, Louisiana, Alabama and 
Arkansas. The Company's sales are to a limited number of processors. In 1998, 
one processor represented 85% of the Company's net sales. In 1997, two 
processors represented 68% and 18% of the Company's net sales. Delta Pride 
Catfish, Inc. ("Delta Pride") is the Company's most significant customer. 
The Company's significant customers are located within the state of Mississippi.
Processed catfish are sold principally to retail grocery stores, food brokers 
and restaurants.  

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and 
its wholly-owned subsidiary, DAT, Inc. All significant intercompany accounts 
and transactions have been eliminated in consolidation.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three 
months or less when purchased to be cash equivalents.

Inventories

Inventories are stated at the lower of average cost or market.  Live fish 
inventories generally require a growing period of one to one and one-half 
years from the time the fingerlings are hatched until they reach a weight 
that fish are typically harvested.  Cost associated with live fish are 
accumulated during the growing period and consist principally of feed, labor 
and overhead costs required to grow the live fish to a marketable size. Because
the Company's production cycle for fish generally exceeds one year, 
management anticipates certain live fish inventories on hand at December 
31, 1998 may not be sold in 1999.  Live fish inventories are classified as 
a current asset in the accompanying balance sheets which is consistent with 
the industry practice.
<PAGE>
                               Farm Fish, Inc.

             Notes to Consolidated Financial Statements (continued)




1.  Accounting Policies (continued)

Inventories (continued)

The quantities of live fish inventories are determined based upon estimated 
growth from feed fed to each pond and are reduced for the actual quantities 
sold and estimated mortality.  Each pond is closed periodically and the 
estimated pounds are adjusted to the actual harvest.  Live catfish are highly
susceptible to disease, oxygen depletion and extreme temperatures which could 
result in high mortality.  Management continually monitors each pond and takes
appropriate actions to minimize the risk of loss from mortality.  Given the 
nature of the live fish inventories, it is reasonably possible that the 
Company's actual live fish mortality will vary significantly from estimates.  
In 1998 and 1997, the Company estimated its fish grow-out to be 2.5 pounds of 
feed fed per one pound of live fish growth. 

Inventories consist of the following:

                                                     December 31
                                                 1998           1997
                                             --------------------------
             Live fish                       $4,587,245      $5,046,367
             Feed and supplies                   33,295          21,416
                                              ---------       ---------
                                             $4,620,540      $5,067,783
                                              =========       =========

Property, Buildings and Equipment

Property, buildings, and equipment are stated at cost.  Depreciation is 
provided by the straight-line method over the assets' estimated useful lives 
of ten to twenty years for ponds and improvements, thirty to forty years for
buildings and three to ten years for machinery and equipment.

Investment in Cooperatives

Investments in cooperatives consist of common stock at cost and the Company's 
share of the cooperatives' allocated earnings and losses.
<PAGE>
                               Farm Fish, Inc.

             Notes to Consolidated Financial Statements (continued)



1.  Accounting Policies (continued)

Income Taxes

Deferred income taxes are accounted for using the liability method and relate to
temporary differences between assets and liabilities recognized differently for
financial reporting and for income tax purposes.

Revenue Recognition

Revenue is recognized when product is shipped to customers.

Net Income Per Share

Net income per share is based on the average number of shares of common stock 
outstanding during each year presented.  The Company had no options, warrants 
or convertible securities outstanding during the years ended December 31, 1998
and 1997. 

Use of Estimates

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the amounts reported in the financial statements and accompanying 
notes.  Actual results may differ from those estimates.

Impact of Recently Issued Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 131, Disclosures about Segments of an 
Enterprise and Related Information ("SFAS No. 131") which is effective for
fiscal 1998.  Under the provisions of SFAS No. 131, public business enterprises
must report financial and descriptive information about its reportable segments.
Based upon management's analysis of SFAS No. 131, the Company operates in one
reportable segment.

<PAGE>
                               Farm Fish, Inc.

             Notes to Consolidated Financial Statements (continued)



1.  Accounting Policies (continued)

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130, Reporting Comprehensive Income ("SFAS No. 130").  The provisions of SFAS 
No. 130 require companies to classify items of comprehensive income by their 
nature in a financial statement and display the accumulated balance of other 
comprehensive income separately from retained earnings and capital in excess of
par value in the consolidated financial statements.  The statement had no effect
on the Company's consolidated financial statements upon adoption in fiscal 1998.

In June 1998, the FSAB issued Statement of Financial Accounting Standards No. 
133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 
133"). The provisions of SFAS No. 133 requires all derivatives to be recorded
on the balance sheet at fair value.  SFAS No. 133 establishes "special 
accounting" for fair value hedges, cash flow hedges, and hedges of foreign 
currency exposures of net investments in foreign operations.  Derivatives that
are not hedges must be adjusted to fair value through income. If the derivative
is a hedge, depending on the nature of the hedge, changes in the fair value of 
derivatives will either be offset against the change in fair value of the hedged
item through earnings or recognized in other comprehensive income until the 
hedged item is recognized in earnings.  Management expects the adoption of this
statement will have no effect on the earnings and financial position of the 
Company when it becomes effective for fiscal 1999.

2.  Payable to Shareholder and Related Party Transactions

At December 31, 1998 and 1997, the Company had non-interest bearing advances 
payable to Delta Industries, Inc. ("Delta") totaling $2,148,821 and $2,132,856,
respectively. Delta owns 80% of the outstanding stock of the Company.

3.  Investments in Cooperatives

Investments in cooperatives consist of the following:

                                                      December 31
                                                  1998           1997
                                                 ---------------------
           Delta Pride Catfish, Inc.             $109,061     $163,035
           Producers Feed Corporation             158,350      151,793
           Other                                   13,979       13,979
                                                 --------     --------
                                                 $281,390     $328,807
                                                 ========     ========


<PAGE>
                               Farm Fish, Inc.

             Notes to Consolidated Financial Statements (continued)



3.  Investments in Cooperatives (continued)

The ownership of Delta Pride stock provides the Company the right to sell live 
catfish to Delta Pride.  In 1998 and 1997, the Company recorded $302,381and 
$249,622, respectively, of operating losses from Delta Pride which are included
in other cost and expenses in the accompanying consolidated statements of 
income.  In 1998 and 1997, the Company paid $143,714 and $170,753, respectively,
to Delta Pride applicable to the allocated operating losses.  

Substantially all of the Company's catfish feed purchases were from Producers 
Feed Corporation ("Producers") in 1998 and 1997.  In 1998 and 1997, Producers 
allocated patronage dividends of $85,262 and $80,778, respectively, to the
Company, which are included in other cost and expenses, net. The Company
received patronage dividend payments from Producers of $78,705 and $85,467 
in 1998 and 1997, respectively.

4.  Note Payable

Note payable at December 31, 1998 consisted of borrowings under a line of credit
with a bank at 1.75 above the 90 day LIBOR rate (7.06% at December 31, 1998). 
The Company had $1,515,000 and $823,003 available to borrow under the line at 
December 31, 1998 and 1997, respectively.

Interest paid by the Company totaled $50,238 and $64,894 in 1998 and 1997, 
respectively.  

5.  Income Taxes

The Company and its subsidiary are included in Delta's consolidated federal and 
state income tax returns.  The Company's income tax expense for financial 
reporting purposes is determined on a separate company basis.  

<PAGE>
                               Farm Fish, Inc.

             Notes to Consolidated Financial Statements (continued)



3.  Income Taxes (continued)

The components of deferred tax assets and liabilities are as follows:

                                                  December 31
                                              1998           1997
                                             ---------------------
   Deferred tax liabilities   
     Property, buildings and equipment       $123,000     $134,000
   Deferred tax assets - Inventories           (7,000)      (8,000)
   Net operating loss carryforward of 
     DAT, Inc.                                (37,000)      (50,000)
   Valuation allowance for net operating 
     loss carryforward                         37,000        50,000
                                              -------       -------
Net deferred tax liabilities                 $116,000      $126,000
                                              =======       =======


Income tax expense (benefit) consists of the following:

                                                   December 31
                                               1998           1997
                                              ---------------------
            Current:
              Federal                         $ 23,315     $ 55,881
              State                              5,517       14,378
                                              --------     -------- 
                                                28,832       70,259
            Deferred:
              Federal                           (9,250)      (2,750)
              State                               (750)        (250)
                                              --------     --------
                                               (10,000)      (3,000)
                                              --------     --------
                                              $ 18,832     $ 67,259
                                              ========     ======== 

The reconciliation of income taxes computed at the federal statutory rate 
to income tax expense is as follows:


                                                     December 31
                                                 1998           1997
                                                ---------------------
 
         Taxes at federal statutory rate        $ 27,861     $ 94,723
         State income taxes, net                   3,146        9,324
         Utilization of net operating loss 
           carryforward of DAT, Inc.             (13,000)     (37,000)
         Other - net                                 825          212
                                                 -------      -------
                                                $ 18,832     $ 67,259
                                                 =======      =======
<PAGE>
                               Farm Fish, Inc.

             Notes to Consolidated Financial Statements (continued)



5.  Income Taxes (continued)

The Company's wholly-owned subsidiary, DAT, Inc. has a $110,000 net operating 
loss carryforward available to reduce future taxable income of DAT, Inc. 
through 2001.  Management has recorded a valuation allowance for the deferred 
tax asset.

6.  Operating Leases

The Company leases five tractors and a bulldozer under operating leases which 
expire in August 1999 and February 2000, respectively.  The leases require the
Company to pay maintenance, insurance, and a fee for usage in excess of 
specified limits in addition to the minimum annual rentals. Annual rentals 
applicable to the leases are $72,174 through 1999 and $4,493 in 2000. Rent 
expense applicable to operating leases totaled $18,404 in 1998 and $26,641 
in 1997.

7.  Fair Value of Financial Instruments

The carrying amount for cash and cash equivalents approximate their fair values
at December 31, 1998.  The carrying amount for investments in cooperatives was
$281,390 and the fair value totaled $694,000 at December 31, 1998 based upon 
recent sale prices of stock of the cooperatives obtained by management. The 
fair value of the note payable, which is at a variable interest rate, 
approximates the carrying amount at December 31, 1998.
<PAGE>
                           Exhibits and Reports on Form 8-K


(a)   Exhibits Required by Item 601 of Regulation S-B:

3(a)  Articles of Incorporation                Incorporated by reference from
                                               Form 10-K for year ended
                                               April 30, 1981

3(b)  Bylaws - D                               Incorporated by reference from
                                               Form 10-K for year ended
                                               April 30, 1981

3(c)  Amendment to Bylaws                      Incorporated by reference from
                                               Form 10-K for year ended
                                               December 31, 1984

3(d)  Amendment to Articles of                 Incorporated by reference from
            Incorporation                      Form 10-K for year ended
                                               December 31, 1984

(10)  Material Contracts                       None

10(a) Asset Purchase Agreement, dated          Incorporated by reference from
      February 28, 1986                        Form 10-K for year ended
                                               December 31, 1985

10(b) Note Agreements - Loans from             Incorporated by reference from
      Deposit Guaranty National Bank,          Form 10-K for year ended
      dated June 28, 1993                      December 31, 1993

10(c) Promissory Note - Loan from              Incorporated by reference from
      Deposit Guaranty National Bank,          Form 10-KSB for year ended
      dated December 24, 1996                  December 31, 1996

27    Financial Data Schedule                  Filed herein

(b)   Reports on Form 8-K                      None
<PAGE>
                                      SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

                             FARM FISH, INC., REGISTRANT



                             By: /s/ Thomas R. Slough, Jr.            
                                 Thomas R. Slough, Jr.,
                                 President


DATE:  March 29, 1999


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following person on behalf of the 
Registrant and in the capacity and on the date indicated.


 
                             By: /s/ Thomas R. Slough, Jr.            
                                 Thomas R. Slough, Jr.,
                                 Director


DATE:  March 29, 1999
<PAGE>
                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following person on behalf of the 
Registrant and in the capacity and on the date indicated.

                         FARM FISH, INC., REGISTRANT


                          By: /s/ David Robison                  
                              David Robison, 
                              Vice President


DATE:  March 29, 1999
<PAGE>
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following person on behalf of the 
Registrant and in the capacity and on the date indicated.

                           FARM FISH, INC., REGISTRANT



                               By: /s/ Jayne Dew
                                   Jayne Dew,
                                   Secretary


DATE:  March 29, 1999
<PAGE>
                        DIRECTOR'S SIGNATURE PAGE


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following person on behalf of the 
Registrant and in the capacity and on the date indicated.


                        By: /s/ W. D. Mounger     
                            W. D. Mounger, Director


DATE:  March 29, 1999

<PAGE>
                         DIRECTOR'S SIGNATURE PAGE


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following person on behalf of the 
Registrant and in the capacity and on the date indicated.



                           By: /s/ Leland R. Speed                    
                               Leland R. Speed, Director


DATE:  March 29, 1999
<PAGE>
                       DIRECTOR'S SIGNATURE PAGE


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following person on behalf of the 
Registrant and in the capacity and on the date indicated.



                           By: /s/ R. Reed Doyle                 
                               R. Reed Doyle


DATE:  March 29, 1999