Securities and Exchange Commission
                             Washington D.C. 20549

                                 Form 10-KSB/A
                                  Amendment 1
                             Dated January 20, 1997

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

For the fiscal year ended December 31, 1995      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 
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.  
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.  [x]

Revenues for the year ended December 31, 1995 were $3,847,173.  

Aggregate market value of voting stock held by non-affiliates of the Registrant 
as of March 15, 1996   Indeterminate. *

(2,688,605 shares issued and outstanding as of March 15, 1996)

__________________________

   * 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.


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 22, 1996 are incorporated by reference into Part III of this 
Form 10-KSB.



                                  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
     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                                      11-21

 8.  Changes In and Disagreements with 
     Accountants and 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                           Incorporate by Reference
                                                      Pursuant to General
                                                      Instruction E

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

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

13.  Exhibits and Reports on Form 8-K                             22

                         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

Charles E. Horne                 Secretary-Treasurer

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


                          Members of the Board of Directors


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

T. L. Reed, III                  Owner 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 and The Parkway Company, which
                                 are engaged in various commercial activities
                                 including general financial matters and
                                 real estate development.

The term of office for all directors will expire at the Annual Meeting 
scheduled for May 22, 1996.  
  
                            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 price of approximately $0.37 per pound.  
In 1995, the number of pounds sold to catfish processors had increased to 
approximately 447 million pounds, at average prices of approximately $0.78 
per pound to $0.79 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

During 1995, approximately 56% of Farm Fish's live fish production was sold 
to one catfish processor Delta Pride Catfish, Inc. ("Delta Pride").  Delta 
Pride is a cooperative.  Farm Fish had the option through June 30, 1993, but 
not the obligation, to purchase 1,100 shares of stock in Delta Pride at a 
price of $600 per share.  Pursuant to an agreement entered into in 1993 
between the Company and Delta Pride, the option period was extended through 
January 1, 1995.  During 1994, the Company applied retained patronage dividends
of $86,400 to the purchase of 144 shares of Delta Pride Stock.  Options on the
remaining 956 shares expired unused.  

                                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, 1995, Farm Fish employed approximately 22 employees, all of 
whom were engaged in duties related to its catfish farming operations.

                              Industry Segments

Since the sale of its processing operations in 1986, Farm Fish has operated 
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 
capitol 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 long-term borrowings from a 
bank totaling $670,000 at December 31, 1995, secured by substantially all of 
Farm Fish's assets and the guaranty of 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, 1995 was $3,694,843.

                                 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, 1995 was $44,987.

                              Legal Proceedings

As of March 15, 1996, 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 1,866 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 to 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.


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS


              Comparison of 1995 to 1994 Results of Operations

Net sales increased by $380,618 or 11% over 1994.  The increase resulted from 
a 3.7% increase in the average selling price of catfish, and a 298,880 or 7% 
increase in pounds of catfish sold.  The increase in net sales is attributable 
to increased demand from the Company's largest customer, Delta Pride Catfish, 
Inc., and to increased fingerling sales as the result of decreased industry-
wide fingerling production.

Cost of product sold for 1995 increased $499,807, or 22 %, as compared to 1994.
Of the increase, $269,000 is attributable to a change in estimated live fish 
growout in 1995  (see note 1 to the financial statements).  The remaining 
increase is attributable to a 7% increase in pounds of catfish sold, increased 
fingerling sales as a percentage of total sales in 1995 which are at a higher 
cost per pound and a small increase in mortality due to more adverse summer 
weather conditions in 1995.  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.  The average market price paid for grain 
was substantially unchanged in 1995 from 1994.

Selling, general, and administrative expenses decreased $13,653 or 10% from 
1994.  The decrease was principally due to a decrease in certain professional 
fees.

Interest expense decreased $40,880 or 35.7% due to a decrease in average 
borrowings. 

The effective income tax rate was 36.7% in 1995 compared to 37.7% in 1994.  

As the result of the above, net income decreased by $79,309 to $483,124 in 
1995.  

Net income before income taxes decreased from $1,017,900 for the nine months 
ended September to $763,747 for the year ended December 31, 1996.  Net income 
decreased from $637,249 to $483,124 for the same periods.  Farm Fish changed 
it estimate of fish growout in the fourth quarter of 1995 resulting in a 
$269,000 increase in cost of product sold and a $170,000 decrease in net income.

                     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 1994 prices continued to rise during the year, and in 1995 
prices were consistent throughout the year.

                      Liquidity and Capital Resources

In June 1993, Farm Fish refinanced its outstanding debt with long-term 
borrowings and a line of credit from a bank.  The principal balance with 
respect to the long-term debt was $670,000 at December 31, 1995.  The Company 
had $600,000 available under the line of credit at December 31, 1995.  The 
long-term borrowings and borrowings under the line of credit bear interest at 
prime plus 1.5% and prime plus 1%, respectively, and are collateralized by 
substantially all the assets of Farm Fish and the guaranty of Delta Industries,
Inc. ("Delta Industries").

Notwithstanding Farm Fish's improved financial position, additional borrowings 
may be necessary to meet cash flow needs during the 1996 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 stock.  Delta Industries also 
has represented that it plans to seek repayment of the $2,115,389 owed to it by
Farm Fish as of December 31, 1995 only as cash becomes available from 
operations. 

During 1995, Farm Fish used net cash provided by operating activities of 
$853,373 and available cash principally to purchase $149,592 of property, 
buildings and equipment, to reduce borrowings under the line of credit and 
long-term borrowing by $350,729, and to reduce the payable to shareholder by 
$434,916.

At year-end 1994, Farm Fish's ratio of current assets to current liabilities 
was 1.30 to 1 and its ratio of stockholders' equity to total liabilities was 
 .78 to 1.  At year-end 1995, Farm Fish's ratio of current assets to current 
liabilities was 1.69 to 1 and its ratio of stockholders' equity to total 
liabilities was 1.15 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.




















                               Farm Fish, Inc. 

                      Consolidated Financial Statements

                    Years ended December 31, 1995 and 1994




                                  CONTENTS



Reports of Independent Auditors............................................12



Audited Consolidated Financial Statements

Consolidated Balance Sheets................................................13
Consolidated Statements of Income..........................................14
Consolidated Statements of Shareholders' Equity............................15
Consolidated Statements of Cash Flows......................................16
Notes to Consolidated Financial Statements.................................17











                        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, 1995 and 1994, 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, 1995 and 1994, and the consolidated results of 
their operations and their cash flows for the years then ended, in conformity 
with generally accepted accounting principles.



                                                   Ernst & Young LLP

Jackson, Mississippi
February 9, 1996       


                                Farm Fish, Inc.
                          Consolidated Balance Sheets
                                                            December 31
                                                          1995       1994
Assets                                                -----------------------
Current Assets:
   Cash                                               $   22,231   $   96,864
   Accounts receivable                                   202,873      165,830
   Advances to employees                                   7,626       12,034
   Inventories, principally live fish (Note 4)         3,721,339    3,688,944
                                                       ---------    ---------
Total current assets                                   3,954,069    3,963,672
Property, buildings and equipment (Note 4)
   Land                                                  716,839      716,839
   Ponds and improvements                              1,982,895    1,963,621
   Brood fish                                             44,987       44,987
   Buildings                                             316,040      298,738
   Machinery and equipment                             1,897,539    1,793,536
                                                       ---------    ---------
                                                       4,958,300    4,817,721
   Accumulated depreciation                            2,779,909    2,548,262
                                                       ---------    ---------
                                                       2,178,391    2,269,459
Other assets:
   Investments in cooperative (Notes 3 and 4)            375,723      586,424
   Other noncurrent assets                                 1,632        3,441
                                                       ---------    ---------
                                                         377,355      589,865
                                                       ---------    ---------
Total assets                                          $6,509,815   $6,822,996
                                                       =========    ========= 
Liabilities and shareholders' equity
Current liabilities:
   Note payable (Note 4)                              $        0   $  250,729 
   Accounts payable                                       10,801       25,248
   Accrued expenses                                      112,368      117,581 
   Payable to shareholder (Note 2)                     2,115,389    2,550,305
   Current maturities of long-term debt                  100,000      100,000
                                                       ---------    ---------
Total current liabilities                              2,338,558    3,043,863
Long-term debt, less current maturities (Note 4)         570,000      670,000
   Deferred income taxes (Note 5)                        123,000      114,000
   Shareholders' equity (Note 2):
   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)                        (1,421,855)  (1,904,979)
                                                       ---------    ---------
Total shareholders' equity                             3,478,257    2,995,133
                                                       ---------    ---------
Total liabilities and shareholders' equity            $6,509,815   $6,822,996
                                                       =========    ========= 
See accompanying notes.                                   

                                 Farm Fish, Inc.
                         Consolidated Statements of Income



                                                      Year Ended December 31
                                                          1995       1994
                                                      -----------------------

Net Sales (Note 3)                                    $3,847,173   $3,466,555

Cost and expenses:
   Cost of products sold                               2,786,361    2,286,554
   Selling, general and administrative                   119,673      133,326
   Interest                                               73,589      114,477
   Other, net (Note 3)                                   103,803       28,720
                                                       ---------    --------- 
                                                       3,083,426    2,563,077
                                                       ---------    --------- 
Income before income taxes                               763,747      903,478 
Income taxes (Note 5)                                    280,623      341,045
                                                       ---------    ---------
Net income                                            $  483,124   $  562,433
                                                       =========    =========


Net income per share                                  $      .18   $      .21
                                                       =========    =========
Weight average share outstanding                       2,688,605    2,688,605
                                                       =========    ========= 


See accompanying notes.

                                 Farm Fish, Inc. 

                 Consolidated Statements of Shareholders' Equity



                              Commonstock     Additional Retained     Total  
                          -------------------  Paid-in   Earnings  Shareholders'
                           Shares    Amount    Capital   (Deficit)    Equity
                          --------- -------------------------------------------
Balance at Dec. 31, 1993  2,688,605 $4,424,336 $475,776 $(2,467,412) $2,432,700
Net income for 1994               -          -        -     562,433     562,433
                          ---------  ---------  -------  ----------   ---------
Balance at Dec. 31, 1994  2,688,605 $4,424,336 $475,776 $(1,904,979) $2,995,133
Net income for 1995               -          -        -     483,124     483,124
                          ---------  ---------  -------  ----------   ---------
Balance at Dec. 31, 1995  2,688,605 $4,424,336 $475,776 $(1,421,855) $3,478,257
                          =========  =========  =======   ==========  =========


See accompanying notes.      

                              Farm Fish, Inc.

                     Consolidated Statements of Cash Flows


                                                      Year Ended December 31
                                                          1995       1994
                                                      -----------------------
Operating Activities
Net Income                                              $483,124   $562,433
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Depreciation                                          234,043    222,589
   Gain on sale of equipment                                (614)    (5,643)
   Deferred income taxes                                   9,000      5,000
   Changes in operating assets and liabilities:
     Increase in accounts receivable and advances
       to employees                                       (32,635)   (55,032)
     Increase in inventories                              (32,395)  (447,955)
     Net decrease in investments in cooperatives          210,701    194,673
     Decrease in other assets                               1,809        624
     Increase (decrease) in trade accounts payable
       and accrued expenses                               (19,660)     3,118
                                                         --------   --------
Net cash provided by operating activities                 853,373    479,807

Investing activities
Purchases of property, buildings and equipment           (149,592)   (192,519)
Proceeds from sale of equipment                             7,231       7,000
Purchases of stock in cooperatives                              0    (466,125)
                                                         --------    --------
Net cash used in investing activities                     (142,361)  (651,644)

Financing activities
Proceeds from borrowings                                         0    450,000
Principal payments on borrowings                          (350,729)  (699,271) 
Net change in payable to shareholder                      (434,916)   435,299
                                                          --------   --------
Net cash provided by (used in) financing activities       (785,645)   186,028
                                                          --------   --------
Increase (decrease) in cash                                (74,633)    14,191 
Cash at beginning of year                                   96,864     82,673
                                                          --------   --------
Cash at end of year                                       $ 22,231   $ 96,864
                                                          ========   ======== 

See accompanying notes.

                                 Farm Fish, Inc.

                    Notes to Consolidated Financial Statements

                                December 31, 1995


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 1995, three processors represented 56%, 22%, and 13% of the 
Company's net sales.  In 1994, three processors represented 40%, 24% and 16% 
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.

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, 1995 may not be sold in 
1996.  Live fish inventories are classified as a current asset in the 
accompanying balance sheets which is consistent with the industry practice.

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 


                                 Farm Fish, Inc.

                    Notes to Consolidated Financial Statements


1.  Accounting Policies (continued)

Inventories (continued)
Company's actual live fish mortality will vary significantly from estimates.  
The Company changed its estimate of fish grow-out in 1995 from 2.35 pounds of 
feed per one pound of live fish growth to 2.5 pounds of feed fed per one pound 
of live fish growth resulting in a $269,000 increase in cost of products sold 
and a $170,000 decrease in net income or $.06 per share during the year ended 
December 31, 1995.

Inventories consist of the following:

                                                     December 31
                                                  1995          1994
                                               ------------------------

          Live Fish                            $3,694,843    $3,661,358
          Feed and Supplies                        26,496        27,586
                                               ----------    ----------
                                               $3,721,339    $3,688,944
                                               ==========    ==========


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.

Investment in cooperatives

Investments in cooperatives consist of common stock at cost and the Company's 
share of the cooperatives' allocated earnings and losses.

Income Taxes

Income taxes have been provided using the liability method in accordance with 
FASB No. 109, "Accounting for Income Taxes".  

Revenue Recognition

Revenue is recognized when product is shipped to customers.    


                                  Farm Fish, Inc.

                    Notes to Consolidated Financial Statements



1.  Accounting Policies (continued)

Net Income Per Share

Net income per share is based on the average number of shares of common stock
outstanding during each year.  There are no common stock equivalents.

Use of Estimates

The preparation of the 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 Standards

In March 1995, the FASB issued Statement No. 121, Accounting for the  
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, 
which requires impairment losses to be recorded on long-lived assets used in 
operations when indicators of impairment are present and the undiscounted 
cash flows estimated to be generated by those assets are less than the assets' 
carrying amount.  Statement 121 also addresses the accounting for long-lived 
assets that are expected to be disposed of. The Company will adopt Statement 121
in the first quarter of 1996, and based on current circumstances, does not 
believe the effect of adoption will be material.

2.  Shareholders' Equity and Related Party Transactions

In September 1984, the Company issued in a private offering 1,903,104 shares 
of common stock to Delta Industries, Inc. ("Delta") at $1.25 per share.  In 
consideration for the stock issued, Delta canceled $2,378,880 of notes and 
other amounts receivable from the Company.  As a result of this transaction, 
the Company became an 80% owned subsidiary of Delta.

At December 31, 1995 and 1994, the Company had non-interest bearing advances 
payable to Delta totaling $2,115,389 and $2,550,305, respectively.  Delta has 
not charged the Company any allocation of Delta's corporate expenses. 


                              Farm Fish, Inc.

                   Notes to Consolidated Financial Statements


3.  Investment in Cooperatives

Investment on cooperatives consists of the following:


Delta Pride is a cooperative in which the Company had an option to purchase
1,100 shares of stock at a price of $600 per share through June 1993.  
Pursuant to an agreement entered into in 1993 between the Company and Delta 
Pride, the option period was extended through January 1, 1995.  During 1994, 
the Company applied retained patronage dividends of $86,400 to the purchases 
of 144 shares of Delta Pride stock.  In addition, the Company purchased 1280 
shares of Delta Pride stock in 1994 for $466,125.  Options on the remaining 956
shares expired unused.  The Company owned 1,424 shares of Delta Pride stock at
December 31, 1995 and 1994. The ownership of Delta Pride stock provides the 
Company the right to sell live catfish to Delta Pride.  Substantially all of 
the Company's catfish feed purchases were from Producers Feed Corporation 
("Producers") in 1995 and 1994.

In 1995 and 1994, the Company recorded $188,009 and $139,051, respectively, 
of operating losses from Delta Pride which are included in other cost and 
expenses in the accompanying consolidated statements of income.  In 1995 and 
1994, Producers allocated patronage dividends of $53,351, and $88,865, 
respectively, to the Company, which are included in other cost and expense, 
net.  The Company received patronage dividend payments from Producers of 
$76,043 and $100,465 in 1995 and 1994, respectively.

4.  Notes Payable and Long-Term Debt

Long-term debt consists of a note payable to a bank, due in annual 
installments of $100,000 plus quarterly payments of interest at prime plus 
1.5% (8.42% at December 31, 1995), maturing in 1999.


                               Farm Fish, Inc.

              Notes to Consolidated Financial Statements (continued)




4.  Notes Payable and Long-Term Debt (continued)


Maturities of long-term debt are as follows:

     1996                                           $100,000
     1997                                            100,000
     1998                                            100,000
     1999                                            370,000
                                                    --------
                                                    $670,000
                                                    ========    


Note payable at December 31, 1994 consisted of borrowings under a line of 
credit with interest of prime plus 1% (9.5% at December 31, 1994).  The 
Company had $600,000 available to borrow under the line at December 31, 1995.

Substantially all property, buildings and equipment, inventories and 
investments in cooperatives is pledged as collateral to the note payable and 
long-term debt.  

Interest paid by the Company totaled $74,167 and $103,518 in 1995 and 1994,
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.  The Company's 
income taxes paid to Delta totaled $607,668 in 1995.  There were no payments 
in 1994.

Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax purposes.  The components of 
deferred tax assets and liabilities are as follows:

                                                     December 31
                                                   1995       1994
                                                ---------------------
Deferred tax liabilities - Property,
 buildings and equipment                         $129,000    $119,000
Deferred tax assets - Other                        (6,000)     (5,000)
                                                 --------    --------
Net deferred tax liabilities                     $123,000    $114,000
                                                 ========    =========


                                Farm Fish, Inc.

              Notes to Consolidated Financial Statements (continued)



5.  Income Taxes (continued)

Income tax expense consists of the following:


                                                      Year Ended December 31
                                                          1995       1994
                                                      -----------------------
        Current:
           Federal                                     $235,212      $291,075 
           State                                         36,411        44,970
                                                       --------      --------
                                                        271,623       336,045 
        Deferred:
           Federal                                     $  8,000         4,600
           State                                          1,000           400
                                                       --------      --------
                                                          9,000         5,000
                                                       ========       ======= 

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


                                                      Year Ended December 31
                                                          1995       1994
                                                      -----------------------
         Statutory federal income tax rate             $259,674      $307,183
         State income taxes, net                         24,691        29,950
         Other - net                                     (3,742)        3,912
                                                        --------     --------
                                                        $280,623     $341,045
                                                        ========     ========

6.  Operating Leases

The Company leases five tractors under operating leases which expire in 
August 1999.  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 $18,259 through 
August 1999.  Rent expense applicable to operating leases totaled $31,080 in 
1995 and $0 in 1994.


                        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 ending
                                            April 30, 1981

3(b)     Bylaws                             Incorporated by reference from
                                            Form 10-K for year ending
                                            April 30, 1981
 
3(c)     Amendment to Bylaws                Incorporated by reference from
                                            Form 10-K for year ending
                                            December 31, 1984

3(d)     Amendment to Articles of           Incorporated by reference from
         Incorporation                      Form 10-K for year ending
                                            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 ending
                                            December 31, 1985

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

27       Financial Data Schedule            29

(b)      Reports on Form 8-K                None





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: January 20, 1997     


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:  January 20, 1997    



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: January 20, 1997     





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/ Charles E. Horne            
                                   Charles E. Horne,
                                   Secretary,
                                   Principal Financial Officer
                                   and Principal Accounting
                                   Officer


DATE: January 20, 1997     





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: January 20, 1997     





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: January 20, 1997     





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/ T. L. Reed, III                  
                                   T. L. Reed, III, Director


DATE: January 20, 1997