Securities and Exchange Commission
                             Washington D.C. 20549

                                  Form 10-KSB/A

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

For the fiscal year ended December 31, 1999      Commission file number 0-7320


                                FARM FISH, INC.

              (Name of small business issuer in its charter)

      MISSISSIPPI                                     64-0532896
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                      Identification Number)



Post Office Box 23109
Jackson, MS                                           39225-3109
(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.

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, 1999 were $1,875,156.

Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1999  Indeterminate*

(2,688,605 shares issued and outstanding as of December 31, 1999)
__________________________

   * 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.
























































                           Farm Fish, Inc.
                            Form 10-KSB/A
                          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
    a Vote of Security Holders                            7


   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,                        12
    Promoters and Control Persons; Compliance
    With Section 16(a) of the Exchange Act

10.Executive Compensation                                 11

11.  Security Ownership of
     Certain Beneficial
     Owners and Management                                11

12.  Certain Relationships
     and Related Transactions                             13

13.  Exhibits and Reports on Form 8-K                     27









                          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. Speed                   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 Annual Meeting.

                         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 1999, the number of pounds sold to catfish processors had increased to
approximately 597 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.

                            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 1999
and 1998 one processor represented 76% and 85% of the Company's net sales.

The Company has historically sold significant portion of its inventory to
Delta Pride, a cooperation in which the Company is a member.  The Company
has also entered into a letter agreement with Confish to sell a significant
amont of the Company's inventory.

                                 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, 1999, Farm Fish employed twenty-three 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.

                            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 $1,515,000 at
December 31, 1999 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, 1999 was $5,310,120.

                               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, 1999 was $80,960.

                           Recent Developments

The Board of Directors has authorized officers of the Company to initiate
negotiations with certain interested third parties regarding the sale of all
of the Company's land, ponds and improvements, buildings and certain equipment.
Any agreement reached for the sale of such assets would be subject to the
approval of the Board of Directors and stockholders of the Company.  The
Company anticipates that any sale would be an amount which approximates the
book value of the assets being sold.  If an agreement is reached, it is the
Company's intention to grow out and sell the existing live fish inventory.
While negotiations have been authorized, there can be no assurance that any
definitive agreement will be reached regarding the sale of these assets.

                            Legal Proceedings

As of December 31, 1999, 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 1999 to 1998 Results of Operations

Net sales decreased by $1,898,512 or 50% from 1999.  The decrease resulted
primarily from a 2,507,060, or 51%, decrease in pounds of catfish sold.  The
decrease in pounds of catfish sold resulted primarily from there being fewer
marketable size catfish available for sale in 1999 compared to 1998 and an
increase in the occurrence of "off-flavor" problems during the year.  Certain
types of algae release a chemical in the water which is absorbed by fish and
causes a musty taste termed "off-flavor".  Off-flavor is not a permanent
condition, but can adversely effect sales in a given period.  Farm Fish has
taken and continues to take steps to address this problem.  However, the
Company has continued to experience the "off-flavor" issue in the first quarter
of 2000.  The Company is continuing its efforts at correcting this problem and
believes it will be successful.  If the "off-flavor" problem is not corrected
in a timely fashion, it could have a material, adverse effect on the operations
and results of the Company.

Cost of product sold for 1999 decreased $1,602,718 or 49% as compared to 1998.
The decrease is primarily attributable to the 51% decrease in pounds of
catfish sold.  In 1999, the Company experienced lower mortality, as compared
to 1998, from periods of oxygen depletion and extreme temperatures during the
summer months.  The expense recorded for mortality, included in cost of product
sold, decreased approximately $160,000 to $150,000 from 1998.  The average
market price paid for catfish feed decreased 10% in 1999 from 1998.  Catfish
feed represents the single most significant component of Farms 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 decreased $16,534 or 10% from
1998.

Interest expense increased $11,278 or 22% due to an increase in average
borrowings.

Income tax expense (benefit) in 1999 and 1998 was different 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 1999 and 1998.

As the result of the above, net income decreased by $56,668 to $6,443 in 1999
from 1998.

                      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 1998 and 1999, prices increased the first two
quarters of each year and steadily decreased over the last two quarters of
each year.
<PAGE>
                     Liquidity and Capital Resources

The Company had $485,000 available under a short-term line of credit with a
bank at December 31, 1999 and had borrowings outstanding of $1,515,000.
The borrowings under the line of credit bear interest at floating rates based
upon LIBOR (7.87% at December 31, 1999), and are unsecured.  The line of
credit is guaranteed by Delta Industries.

Additional borrowings may be necessary to meet cash flow needs during the 2000
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
$2,077,222 owed to it by Farm Fish as of December 31, 1999 only as cash becomes
available from operations.

During 1999, Farm Fish purchased $240,893 of property, buildings and equipment.
Cash flows used in operating activities was $695,079 in 1999 compared to cash
flows provided by operating activities of $857,191 in 1998.  The decrease is
due principally to an increase in inventories and decreased net income in 1999
compared with 1998.

At year end 1999, Farm Fish's ratio of current assets to current liabilities
was 1.52 to 1 and the ratio of stockholders' equity to total liabilities was
1.11 to 1.  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.

                                 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 Company completed its Year 2000 plan prior to December 31, 1999, has
experienced no significant disruptions and believes its information system
successfully  responded to the Year 2000 date change.  The Company's cost to
replace its accounting system was less than $2,000, and was expensed in 1999.
The Company is not aware of any material problems resulting from Year 2000
issues with its internal systems, its equipment or the products and services
of third parties.  The Company will continue to monitor its operating systems
and third parties, throughout the year 2000, for potential Year 2000 issues.














                Security Ownership of Certain Beneficial Owners

To the best of the Company's knowledge, no person or group (as those terms are
used in Section 13(d)(3) of the Securities Exchange Act of 1934) beneficially
owned, as of April 1, 1999, more than five percent of the Shares outstanding
except as set forth in the following table:


Stockholder               Number of Shares of           Percent of Class
                          Common Stock Owned(1)
__________________        _____________________         _________________

Delta Industries, Inc.         2,151,061                       80%
100 W. Woodrow Wilson
Jackson, MS  39213




                       Security Ownership of Management

Stockholder                Number of Shares of            Precent of Class
                           Common Stock Owned(1)
___________________        ____________________           _________________

Thomas R. Slough, Jr.             17,805                          *

W. D. Mounger                     25,900                          *

David Robison                        100                          *

Jayne Dew                          6,500                          *

Directors and Officers
As a Group (6 persons)(2)         50,305                         1.88%


____________________________
* Less than 1%


  (1) Each beneficial owner has sole voting and investment powers as to all
      shares beneficially owned unless otherwise indicated in these footnotes.

  (2) The directors of Farm Fish during the past fiscal year, Thomas R. Slough
      Jr., W. D. Mounger, Leland R. Speed and R. Reed Doyle, were directors and
      stockholders of Delta Industries, Inc. ("Delta Industries").  The shares
      owned by Delta Industries are in addition to the total number of shares
      owned directly by officers and directors, as shown herein.










   Delta Industries, Inc. Stock Ownership of Executive Officers and Directors

Title of Class
and Name of                Number of Shares of              Percent of Class
Beneficial Owner           Common Stock Owned(1)
__________________        ______________________           _________________

Thomas R. Slough, Jr.             8,160 (2)                      1.42%

W. D. Mounger                    44,061                          7.65%

R. Reed Doyle                    30,944 (3)                      5.37%

David Robison                    17,510 (4)                      3.04%

Jayne Dew                           500                            *

Officers and Directors
As a Group (5 person)           101,175                         17.56%

__________________________
* Less than 1%


  (1)  Each benefical owner has sole voting and investment powers as to all
       shares beneficially owned unless otherwise indicated in these footnotes.

  (2)  Does not include 3,133 shares held in a custodial account for the benefit
       of Mr. Slough's son.  Mr. Slough has investment and voting power over
       such shares.

  (3)  Includes 22,502 shares held in a trust for the benefit of Mr. Doyle's
       mother.  Mr. Doyle is the trustee of such trust.

  (4)  Includes 17,500 shares which Mr. Robison has the right to acquire through
       the exercise of options.


                         Possible Change in Control

All of the shares of Farm Fish held by Delta Industries, are pledged as
collateral in connection with indebtedness of Delta Industries to Trustmark
National Bank of Jackson, Mississippi.  Should Delta Industries be in default
under that indebtedness, Trustmark National Bank has the option of foreclosing
on the pledged stock.

                      Directors and Executive Officers

(a)  Directors

Name                  Age     Date Term of      Director        Other Positions
                              Office Expires    Since           With Farm Fish
________________      ___     ______________    ______       ___________________

Leland R. Speed       67      Annual Meeting    1982           Chairman of Board

Thomas R. Slough, Jr  73      Annual Meeting    1982           President

W. D. Mounger         74      Annual Meeting    1984           None

R. Reed Doyle         47      Annual Meeting    1998           None


(b)  Executive Officers

Name                     Age      Office Held       Officer     Other Positions
                                                    Since         With Farm Fish
__________________     ___      ___________       ______         _______________

Leland R. Speed         67     Chairman of the     1984           Director
                                   Board

Thomas R. Slough, Jr.   73      President          1984           Director

David Robison           51      Vice-President     1993           None

Jayne Dew               51      Secretary/         1998           General
                                Teasurer                         Manager of Farm
                                                                  Operations

Messrs. Speed and Slough were first elected as officers on December 3, 1984.
Mr. Robison was first elected in 1993.  Ms. Dew was first elected in 1998.  The
bylaws provide that the present officers will expire when their successors are
elected and qualify.

(c) Family Relationships

There are no family relationships among the directors and officers.

(d) Business Experience for the Past Five Years

  (1)  (i) Leland R. Speed is Chairman of the Board of Directors of Farm Fish
     and a director of Delta Industries.  Mr. Speed is also Chairman of Parkway
     Properties, Inc. and EastGroup Properties, Inc. which engage generally in
     the business of real estate development.  He is also a director of
     Mississippi Valley Gas Company, First Mississippi Corporation and KLLM
     Transport Services, Inc.

      (ii) Thomas R. Slough, Jr., a director and President of Farm Fish, is the
     Vice-Chairman, a director and stockholder of Delta Industries, a
     corporation primarily engaged in marketing ready mix concrete.

    (iii)  W. D. Mounger, a director of Farm Fish, is President, director and a
     principal stockholder of Delta Royalty Company, Inc., a Mississippi
     corporation engaged generally in the oil and gas business.  Mr. Mounger is
     also engaged in various commercial activities, including independent oil
     and gas leasing, and is a director of Delta Industries.  Until February
     1997, Mr. Mounger served as a director of Deposit Guaranty National Bank
     and Deposit Guaranty Corporation.

    (iv)  R. Reed Doyle, a director of Farm Fish, is a manager with Silver Creek
     Plantation, which engages in the business of farm-raised catfish.  Mr.
     Doyle has been in the farm-raised catfish industry for over 25 years.  Mr.
     Doyle is a director of Delta Industries.

     (v)  David Robison, Vice-President of Farm Fish, is President and Chief
     Executive Officer of Delta Industries, a corporation primarily engaged in
     the marketing of ready mix concrete.


   (vi)  Jayne Dew, Secretary-Treasurer of Farm Fish, has been the general
     manager of the farm operations for Farm Fish since 1983.


  (2)  Delinquent Filings

Based solely upon a review of: (i) Forms 3 and Forms 4 and amendments thereto
furnished to Farm Fish pursuant to Securities and Exchange Commission Rule 16a-
3(e) during the fisical year ended December 31, 1999; (ii) Forms 5 and amend-
ments thereto furnished to Farm Fish during the fiscal year ended December 31,
1999; and (iii) written representations of officers, directors and beneficial
owners of more than 10% of Farm Fish no-par common stock, there were not any
known failures of such officers, directors or beneficial owners of more than 10%
of Farm Fish no-par common stock to report transactions required to be reported
on the above Forms on a timely basis or to file a required Form during the
fiscal year ended December 31, 1999.  Additionally, there were no late reports
made on the above Forms during the fiscal year ended December 31, 1998.

                            Committees

Farm Fish has no standing audit, nominating or compensation committees.  The
entire Board performs such duties.

The Board of Directors is responsible for selecting nominees for the election
of directors, and evaluating the performance of incumbent directors and
determining whether to nominate them for reelection.  The Board welcomes
recommendations from shareholders as to nominees for the Board of Directors.
Such recommendations should be made to Thomas R. Slough, Jr., President of Farm
Fish, in writing, at P. O. Box 23109, Jackson, Mississippi 39225-3109.

                            Meetings

The Board of Directors of Farm Fish held six offical meetings during the last
fiscal year.  No director attended less than 75% of the meetings.  In addition,
certain actions were taken during the year by unanimous written consent of all
directors in lieu of holding a formal meeting.

                      Executive Compensation

Except for Ms. Dew, the directors and executive officers of Farm Fish received
no cash or other compensation for services in all capacities to Farm Fish.  Mr.
Slough and Mr. Robison are employees of Delta Industries; Delta Industries is
not reimbursed by Farm Fish for the salaries of Mr. Slough or Mr. Robison.  Farm
Fish does not maintain any type of pension or other benefit plan for officers
of the Company.  None of the officers have employment or severance arrangements
contracts with the Company.


                           Transactions With Management

  (a)  Transactions Between Farm Fish and Delta Industries

     The principal shareholder of Farm Fish is Delta Industries.  All members
of the Farm Fish Board of Directors also serve as directors of Delta Industries,
and the senior managements of the two companies are substantially identical.

     Since it acquired its first block of Farm Fish stock in October 1982, Delta
Industries has made substantial loans and non)interest bearing advances to Farm
Fish, and has guaranteed significant amounts of Farm Fish's outstanding
indebtedness.  As of December 31, 1999, Farm Fish had non-interest bearing
advances payable to Delta Industries in the amount of $2,077,222.  As of
December 31, 1999, Delta Industries was guarantor of a Farm Fish short-term and
long-term note payable to Deposit Guaranty National Bank with an outstanding
principal balance $1,515,000.

  (b)  Transactions Between Farm Fish and Silver Creek Plantation

    In September 1997 the Company purchased 591 shares of stock in Delta Pride
Catfish, Inc., a cooperative of catfish producers, from Silver Creek Plantation.
T. L. Reed, a director of the Company at the time, was the owner and president
of Silver Creek Plantation.  The stock was purchased for cash in the amount of
$111,226, plus the assumption of $333,090 in operating losses of Delta Pride
allocated to such stock.  The Board of Directors approved the transaction and
the purchase price after reviewing recent, comparable sales of Delta Pride
stock.




      
<PAGE>
                        Farm Fish, Inc.
                   Consolidated Financial Statements

                  Years ended December 31, 1999 and 1998



Contents


Report of Independent Auditors. . . . . . .1

Audited Consolidated Financial Statements

Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . .2
Consolidated Statements of Income. . . . . . . . . . . . . . . . . .3
Consolidated Statements of Shareholders' Equity. . . . . . . . . . .4
Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . .5
Notes to Consolidated Financial Statements . . . . . . . . . . . . .6


                     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. as of December 31, 1999 and 1998, 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 auditing standards generally
accepted in the United States.  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. at December 31, 1999 and 1998, and the consolidated results of their
operations and their cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States.

                                                 /s/ Ernst &Young, LLP

Jackson, Mississippi
April 12, 2000
      
<PAGE>
                            Farm Fish, Inc.
                        Consolidated Balance Sheets

                                                          December 31
                                                      1999           1998

Assets
Current assets:
  Cash and cash equivalents                   $    147,393        $     24,965
  Accounts receivable                              236,568             204,239
  Advances to employees                              4,342               3,359
  Inventories, principally live fish             5,341,273           4,620,540
                                                 ---------           ---------
Total current assets                             5,729,576           4,853,103

Property, buildings and equipment
  Land                                             738,259             738,259
  Ponds and improvements                         2,344,732           2,302,934
  Brood fish                                        80,960              80,960
  Buildings                                        316,040             316,040
  Machinery and equipment                        2,390,365           2,227,357
                                                 ---------           ---------
                                                 5,870,356           5,665,550
Accumulated depreciation                         3,809,557           3,557,251
                                                 ---------           ---------
                                                 2,060,799           2,108,299

Other assets:
  Investments in cooperatives                      390,932             281,390
  Other noncurrent assets                            7,523               7,523
                                                 ---------           ---------
                                                   398,455             288,913
                                                 ---------           ---------
Total assets                                    $8,188,830          $7,250,315


Liabilities and shareholders' equity
Current liabilities:
  Note payable to bank                          $1,515,000         $   485,000
  Accounts payable                                 142,200             120,714
  Accrued expenses                                  40,610              80,425
  Payable to shareholder                         2,077,222           2,148,821
                                                 ---------           ---------
Total current liabilities                        3,775,032           2,834,960

Deferred income taxes                              108,000             116,000

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)                     (594,314)           (600,757)
                                                 ---------           ---------
Total shareholders' equity                       4,305,798           4,299,355
                                                 ---------           ---------
Total liabilities and shareholders' equity      $8,188,830          $7,250,315
                                                ==========          ==========
See accompanying notes.
                              Farm Fish, Inc.
                      Consolidated Statements of Income

                                                       Year ended December 31
                                                       ----------------------
                                                       1999              1998

Net sales                                        $1,875,156        $3,773,668
Cost and expenses:
  Cost of products sold                           1,663,403         3,266,121
  Selling, general and administrative               153,280           169,814
  Interest                                           61,516            50,238
  Gain on sale of equipment                         (63,913)              -
  Other, net                                        112,810           205,552
                                                  ---------         ---------
                                                  1,927,096         3,691,725
                                                  ---------         ---------
Income (loss) before income taxes                   (51,940)           81,943
Income tax expense (benefit)                        (58,383)           18,832
                                                  ---------         ---------
Net income                                    $       6,443      $     63,111
                                                  =========         =========

Net income per basic and diluted share        $                  $        .02
                                                  =========         =========

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, 1998      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
Net income for 1999                                        6,443         6,443
                     ---------  ----------   --------   ---------    ---------
Balance at
December 31, 1999    2,688,605  $4,424,336   $475,776  $(594,314)   $4,305,798























See accompanying notes.








        
<PAGE>
                               Farm Fish, Inc.

                      Consolidated Statements of Cash Flows

                                                     Year ended December 31
                                                     1999               1998
                                                     -----------------------

Operating activities
Net income                                         $   6,443       $   63,111
Adjustments to reconcile net income to net cash
provided by operating activities:
   Depreciation                                      252,306          267,574
   Gain on sale of equipment                         (63,913)
   Deferred income tax benefit                        (8,000)         (10,000)
   Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable
   and advances to employees                         (33,312)           5,926
   (Increase) decrease in inventories               (720,733)         447,243
   Net (increase) decrease in investments
   in cooperatives                                  (109,542)          47,417
   Decrease in other assets                             -               5,220
   Increase (decrease) in accounts
   payable and accrued expenses                      (18,329)          30,700
                                                     -------          -------
Net cash provided
by (used in) operating activities                   (695,080)         857,191

Investing activities
Proceeds from sale of equipment                      100,000
Purchases of property, buildings and equipment      (240,893)        (206,338)
                                                     -------          -------
Net cash used in investing activities               (140,893)        (206,338)

Financing activities
Net increase (decrease) in note payable to bank    1,030,000         (691,997)
Net change in payable to shareholder                 (71,599)          15,965
                                                     -------          -------
Net cash provided by (used in) financing activities  958,401         (676,032)
                                                     -------          -------
Increase (decrease) in cash and cash equivalents     122,428          (25,179)
Cash and cash equivalents at beginning of year        24,965           50,144
                                                     -------          -------
Cash and cash equivalents at end of year          $  147,393       $   24,965
                                                     =======          =======


See accompanying notes.

      
<PAGE>
                            Farm Fish, Inc.

                   Notes to Consolidated Financial Statements

                            December 31, 1999


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 1999 and 1998, one processor represented 76% and 85%, respectively, of the
Company's net sales.  Delta Pride Catfish, Inc. ("Delta Pride") was the
Company's most significant customer in 1999 and 1998. 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 stocked 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, 1999 may not
be sold in 2000.  Live fish inventories are classified as a current asset in
the accompanying balance sheets which is consistent with the industry practice.
      
<PAGE>
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 1999 and 1998, the Company estimated its fish grow-out to be 2.5 pounds of
feed fed per one pound of live fish growth.  In 1999, the Company's live fish
inventories increased due to an increase in the occurrence of "off-flavor"
problems which decreased the pounds of catfish sold.  Certain types of algae
release a chemical in the water which is absorded by fish and causes a musty
taste termed "off-flavor".  Off-flavor is not a permanent condition, but can
adversely effect sales in a given period.

Inventories consist of the following:

                                                             December 31
                                                       1999               1998
                                                       -----------------------
             Live fish                            $5,310,120         $4,587,245
             Feed and supplies                        31,153             33,295
                                                   ---------          ---------
                                                  $5,341,273         $4,620,540
                                                   =========          =========

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.

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 Basic and Diluted 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, 1999
and 1998.

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 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 not have a material effect on the earnings
and financial position of the Company when it becomes effective for 2001.


















2.  Payable to Shareholder and Related Party Transactions

At December 31, 1999 and 1998, the Company had non-interest bearing advances
payable to Delta Industries, Inc. ("Delta") totaling $2,077,222 and $2,148,821,
respectively. Delta owns 80% of the outstanding stock of the Company.  In 1999,
the Company sold equipment to Delta for $100,000 resulting in a gain on sale
in the accompanying statement of income for the year ended December 31, 1999
of $63,913.  Management believes the sales price approximated the fair market
value of the equipment.

3.  Investments in Cooperatives

Investments in cooperatives consist of the following:

                                                          December 31
                                                      1999            1998
                                                      --------------------


        Delta Pride Catfish, Inc.                   $218,267        $109,061
        Producers Feed Corporation                   158,686         158,350
        Other                                         13,979          13,979
                                                     -------         -------
                                                    $390,932        $281,390


The ownership of Delta Pride stock provides the Company the right to sell
live catfish to Delta Pride.  In 1999 and 1998, the Company recorded $189,918
and $302,381, respectively, of operating losses from Delta Pride which are
included in other cost and expenses, net in the accompanying consolidated
statements of income.  In 1999 and 1998, the Company paid $286,278 and
$143,714, 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 1999 and 1998.  In 1999 and 1998, Producers
allocated patronage dividends of $68,922 and $85,262, respectively, to the
Company, which are included in other cost and expenses, net. The Company
received patronage dividend payments from Producers of 68,587 and $78,705 in
1999 and 1998, respectively.
      
<PAGE>
4.  Note Payable

Note payable at December 31, 1999 and 1998 consisted of borrowings under a
line of credit with a bank at 1.75 above the 90 day LIBOR rate (7.87% at
December 31, 1999).  Borrowings under this line of credit are guaranteed by
Delta.  The Company had $485,000 and $1,515,000 available to borrow under the
line at December 31, 1999 and 1998, respectively.

Interest paid by the Company totaled $58,573 and $50,238 in 1999 and 1998,
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 (benefit) for
financial reporting purposes is determined on a separate company basis,
except in the current year $37,000 of benefit related to the utilization
of net operating losses was allocated by Delta.  Income taxes receivable
or payable are recorded against the payable to shareholder.

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

                                                         December 31
                                                  1999                1998
                                                  ------------------------

Deferred tax liabilities   Property,
  buildings and equipment                      $116,000            $123,000
Deferred tax assets - Inventories                (8,000)             (7,000)
Net operating loss carryforward of DAT, Inc.        -               (37,000)
Valuation allowance for net operating
  loss carryforward                                 -                37,000
                                                 ------              ------
Net deferred tax liabilities                   $108,000            $116,000
                                               ========            ========

Income tax expense (benefit) consists of the following:

                                                        December 31
                                                 1999                 1998
                                                 -------------------------


           Current:
           Federal                             $(47,985)        $   23,315
           State                                 (2,398)             5,517
                                                -------            -------
                                                (50,383)            28,832

           Deferred:
           Federal                               (7,500)            (9,250)
           State                                   (500)              (750)
                                                -------            -------
                                                 (8,000)           (10,000)
                                                -------            -------
                                               $(58,383)        $   18,832
                                               ========          =========
      
<PAGE>
5.  Income Taxes (continued)

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

                                                          December 31
                                                      1999           1998
                                                      --------------------

     Taxes at federal statutory rate             $(17,660)        $   27,861
     State income taxes, net                       (1,913)             3,146
     Utilization of net operating
     loss carryforward of DAT, Inc.               (37,000)           (13,000)
     Other   net                                   (1,810)               825
                                                  -------            -------
                                                 $(58,383)        $   18,832
                                                 ========           ========

6.  Fair Value of Financial Instruments

The carrying amount for cash and cash equivalents approximate their fair
values at December 31, 1999.  The carrying amount for investments in
cooperatives was $390,932 and the fair value totaled $421,000 at December 31,
1999 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, 1999.

7.  Subsequent Event

The Board of Directors has authorized officers of the Company to initiate
negotiations with certain interested third parties regarding the sale of all of
the Company's land, ponds and improvements, buildings and certain equipment.
Any agreement reached for the sale of such assets would be subject to the
approval of the Board of Directors and stockholders of the Company.  The Company
anticipates that any sale would be for am amount which approximates the book
value of the assets being sold.  If an agreement is reached, it is the Company's
intention to grow out and sell the existing live fish inventory.  While
negotiations have been authorized, there can be no assurance that any
definitive agreement will be reached regarding the sale of these assets,

                  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 Incorporation    Incorporated by reference from
                                              Form 10-K for year ended
                                              December 31, 1984

(10)Material Contracts

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

27Financial 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:  April 28, 2000


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:  April 28, 2000
<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: April 28, 2000
<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:  April 28, 2000
<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:  April 28, 2000
<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:  April 28, 2000
<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:  April 28, 2000