SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549





                            Form S-8

     Registration Statement under The Securities Act of 1933







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

     Delaware                                     25-1391475
 (State or other
   jurisdiction                                  (IRS Employer
of incorporation)                              Identification No.)

            2441 Viscount Row, Orlando, Florida 32809
   (Address of Principal Executive Offices including Zip Code)

                   ANGELO S. MORINI, PRESIDENT
                      Galaxy Foods Company
           2441 Viscount Row, Orlando, Florida  32809
             (Name and address of agent for service)

                         (407) 855-5500
  (Telephone Number, including area code, of agent for service)

                            COPY TO:

                   JEFFREY E. DECKER, ESQUIRE
                      Baker & Hostetler LLP
               200 South Orange Avenue, Suite 2300
                     Orlando, Florida  32801
                   Telephone:  (407) 649-4000

                 CALCULATION OF REGISTRATION FEE

                           Proposed     Proposed
Title of Each               Maximum      Maximum    Amount of
  Class of    Amount to    Offering     Aggregate   Registrati
 Securities       be         Price      Offering      on Fee
    to be     Registere       Per         Price
 Registered     d (1)      Share(2)

Common Stock,   71,428      $3.7815     $270,105      $75.09
 $.01 par value

(1)Pursuant to Rule 416(a), also covers additional securities
   that may be offered as a result of stock splits, stock
   dividends or similar transactions.

(2)Estimated solely for the purpose of calculating the
   registration fee, in accordance with Rule 457(h), on the
   basis of the price of securities of that same class, as
   determined in accordance with Rule 457(c), using the
   average of the high and low prices for the Common Stock as
   reported on the Amex Stock Exchange on February 28, 2000,
   which was $3.7815.

<PAGE> 2

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.         PLAN INFORMATION

     Not filed as part of this Registration Statement pursuant to
the Note to Part I of Form S-8.

Item  2.         REGISTRANT INFORMATION AND EMPLOYEE PLAN  ANNUAL
INFORMATION

     Not filed as part of this Registration Statement pursuant to
the Note to Part I of Form S-8.


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

   The  following documents, which previously have been filed  by
the  Company  with  the Securities and Exchange  Commission  (the
"Commission"), are incorporated herein by reference  and  made  a
part hereof:

     (i)  The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999;

      (ii)  The Company's Quarterly Reports on Form 10-Q for  the
fiscal  quarters  ended June 30, 1999, September  30,  1999,  and
December 31, 1999;

      (iii)     All other reports filed pursuant to Section 13(a)
or  15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by  the
Annual Report referred to in (i) above; and

      (iv)  The description of the Common Stock contained in  the
Registration  Statement  on Form 8-A dated  September  29,  1999,
including   any  amendment  or  report  filed  to   update   such
description.

      All  reports  and  other documents  filed  by  the  Company
pursuant  to  Sections 13(a), 13(c), 14 or 15(d) of the  exchange
act  subsequent  to the date of this Registration  Statement  and
prior  to  the filing of a post-effective amendment hereto  which
indicates that all securities offered hereunder have been sold or
which de-registers all securities and remaining unsold, shall  be
deemed  to be incorporated by reference herein and to be  a  part
hereof from the date of filing of such reports and documents.

       Any   statement  contained  herein  or  in  any   document
incorporated  or  deemed to be incorporated by  reference  herein
shall be deemed to be modified or superseded for purposes of this
Registration  Statement to the extent that a statement  contained
herein or in any other subsequently filed document which also  is
or  is deemed to be incorporated by reference herein modifies  or
supersedes  such statement.  Any such statements so  modified  or
superseded  shall  not be deemed to constitute  a  part  of  this
Registration Statement except as so modified or superseded.

Item 4.        DESCRIPTION OF SECURITIES

          Not applicable.

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

<PAGE> 3

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law ("DGCL")
makes provision for the indemnification of officers and directors
of  corporations  in terms sufficiently broad  to  indemnify  the
officers and directors of the Company under certain circumstances
from  liabilities (including reimbursement of expenses  incurred)
arising under the Securities Act of 1933, as amended (the "Act").
Section 102(b)(7) of the DGCL permits a corporation to provide in
its   Certificate  of  Incorporation  that  a  director  of   the
corporation shall not be personally liable to the corporation  or
its  stockholders from monetary damages for breach  of  fiduciary
duty  as  a director, except for liability (i) for any breach  of
the  director's  duty  of  loyalty  to  the  corporation  or  its
stockholders,  (ii) for acts or omissions not in  good  faith  or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii)  in respect of certain unlawful dividend payments  or
stock  redemptions  or repurchases, or (iv) for  any  transaction
from which the director derived an improper personal benefit.

     As permitted by the DGCL, the Company's Certificate of
Incorporation (the "Charter") provides that the personal
liability of each member of the Company's Board of Directors to
the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director is eliminated.  The effect of
this provision in the Charter is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative
suites on behalf of the Company) to recover monetary damages
against a director for breach of fiduciary duty as a director
thereof (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described in clauses
(i)-(iv), inclusive, above.  These provisions will not alter the
liability of directors under federal securities laws.

     The Company's Bylaws (the "Bylaws") provide that the Company
shall indemnify any person who was or is a party or is threatened
to  be  made  a  party  to any threatened, pending  or  completed
action,    suit   or   proceeding,   whether   civil,   criminal,
administrative or investigative (other than an action  by  or  in
the right of the Company) by reason of the fact that he is or was
a  director, officer, employee or agent of the Company, or is  or
was serving at the request of the Company as a director, officer,
employee  or  agent  of another corporation,  partnership,  joint
venture,  trust or other enterprise, against expenses  (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually  and reasonably incurred by him in connection with  such
action,  suit or proceeding if he acted in good faith  and  in  a
manner he reasonably believed to be in or not opposed to the best
interests  of  the  Company, and, with respect  to  any  criminal
action  or  proceedings, had no reasonable cause to  believe  his
conduct was unlawful.

     The Bylaws also provide that the Company shall indemnify any
person who was or is a party or is threatened to be made a  party
to  any threatened, pending or completed action or suit by or  in
the  right of the Company to procure a judgment in its  favor  by
reason  of  the  fact  that  he is or was  a  director,  officer,
employee  or  agent of the Company, or is or was serving  at  the
request of the Company as a director, officer, employee or  agent
of  another  corporation, partnership, joint  venture,  trust  or
other  enterprise  against expenses (including  attorneys'  fees)
actually  and reasonably incurred by him in connection  with  the
defense or settlement of such action or suit if he acted in  good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed  to the best interests of the Company and except that  no
indemnification shall be made in respect of any claim,  issue  or
matter  as  to which such person shall have been adjudged  to  be
liable  unless and only to the extent that the Court of  Chancery
of  the  State of Delaware or the court in which such  action  or
suit  was brought shall determine upon application that,  despite
the   adjudication  of  liability  but  in  view   of   all   the
circumstances  of the case, such person is fairly and  reasonably
entitled  to  indemnity  for such expenses  which  the  Court  of
Chancery of the State of Delaware or such other court shall  deem
proper.

     To the extent that any person described in the preceding two
paragraphs is successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in such paragraphs, or
in  defense  of any claim, issue or matter therein,  the  Company
shall  indemnify him against expenses (including attorneys' fees)
actually  and reasonably incurred by him in connection therewith.
The Company may pay expenses of a person incurred in defending  a
civil  or criminal action, suit or proceeding in advance  of  the
final disposition of such action, suit or proceeding upon receipt
of  an  undertaking  by or on behalf of a person  to  repay  such
amount  if  it  shall ultimately be determined  that  he  is  not
entitled to indemnification by the Company.

<PAGE> 4

      The  Bylaws  further  provide that the indemnification  and
advancement of expenses provided for in the Bylaws shall  not  be
deemed  exclusive  of any other rights to the  indemnified  party
under any bylaw, agreement, vote of stockholders or disinterested
directors  or  otherwise,  both as  to  action  in  his  official
capacity and as to action in another capacity while holding  such
office, and that the Board of Directors may authorize the Company
to  purchase and maintain insurance on behalf of any such  person
against any liability asserted against him and incurred by him in
any  such capacity, or arising out of his status as such, whether
or  not the Company would have the power to indemnify him against
such   liability.   The  Company  provides  indemnity   insurance
pursuant  to  which  officers and directors  are  indemnified  or
insured  against  liability or loss under certain  circumstances,
which may include liability or related loss under the Act and the
Exchange Act.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

Item 8.        EXHIBITS

      Unless  otherwise indicated below as being incorporated  by
reference  to another filing of the Company with the  Commission,
each of the following exhibits is filed herewith:

Exhibit Number      Description of Document

*  4.3              Galaxy Foods Company 1996 Stock Plan (filed
                    as Schedule 10.30 to the Registrant's Annual Report on
                    Form 10-K  for  the fiscal year ended March 31,
                    1997 and incorporated herein by reference).

   5.1              Legal  Opinion of Baker  &  Hostetler  LLP,
                    counsel to the Registrant.

   23.1             Consent  of  BDO Seidman  LLP,  independent
                    auditors of the Registrant.

   23.2             Consent of Baker & Hostetler LLP, counsel to
                    the Registrant (contained in Exhibit 5.1).

   24.1             Power  of Attorney (contained on  signature
                    page hereto).

*  Previously filed.

Item 9.        UNDERTAKINGS.

     (1)  The undersigned Registrant hereby undertakes:

          (a)   To  file,  during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     registration statement:

          (i)   To  include  any prospectus required  by  Section
          10(a)(3) of the Act;

          (ii)  To reflect in the prospectus any facts or  events
          arising  after  the effective date of the  registration
          statement  (or the most recent post-effective amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a  fundamental change in the information  in
          the   registration   statement.   Notwithstanding   the
          foregoing,  any  increase  or  decrease  in  volume  of
          securities  offered  (if  the  total  dollar  value  of
          securities  offered  would not exceed  that  which  was
          registered) and any deviation from the low or high  end
          of   the  estimated  maximum  offering  range  may   be
          reflected  in  the  form of prospectus  file  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than  a  20%  change  in  the  maximum  aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement; and

<PAGE> 5

          (iii)      To  include  any material  information  with
          respect  to  the  plan of distribution  not  previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement.

     Provided,  however, that paragraphs (i)  and  (ii)  of  this
     paragraph  do  not apply if the information required  to  be
     included  in a post-effective amendment by those  paragraphs
     is  contained  in periodic reports filed by  the  Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange  Act
     that  are  incorporated  by reference  in  the  registration
     statement.

          (b)  That, for the purpose of determining any liability
     under  the Act, each such post-effective amendment shall  be
     deemed  to be a new registration statement relating  to  the
     securities  offered  therein,  and  the  offering  of   such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.

           (c)   To  remove  from  registration  by  means  of  a
     post-effective   amendment  any  of  the  securities   being
     registered  which  remain unsold at the termination  of  the
     offering.

     (2)   That  for purposes of determining any liability  under
the  Act,  each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in the registration statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (3)   Insofar  as  indemnification for  liabilities  arising
under  the  Act,  may  be  permitted to directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions or otherwise, the Registrant has been advised that  in
the  opinion  of the Commission such indemnification  is  against
public  policy  as  expressed  in  the  Act  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  act  and  will  be  governed  by  the   final
adjudication of such issue.

<PAGE> 6

                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of  Orlando, State of Florida,  on  the  29th  day  of
February, 2000.

                                   GALAXY FOODS COMPANY


                                   By:/S/Angelo S. Morini
                                   Angelo S. Morini,
                                   Chairman of the Board,
                                   President  and  Chief
                                   Executive Officer

                        POWER OF ATTORNEY

     Each   person   whose  signature  appears  below   on   this
Registration Statement hereby constitutes and appoints Angelo  S.
Morini  and Keith A. Ewing and each of them, with full  power  to
act  without the other, his true and lawful attorney-in-fact  and
agent,  with  full  power  of  substitution  and  resubstitution,
severally, for him and in his name, place and stead, in  any  and
all  capacities,  to  sign  any  and  all  amendments  (including
post-effective  amendments  and  amendments  thereto)   to   this
registration  statement, and to file the same, with all  exhibits
thereto  and  other documents in connection therewith,  with  the
Securities   and   Exchange  Commission,   granting   unto   said
attorneys-in-fact and agents, and each of them,  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  and necessary to be done, as fully to all intents  and
purposes as he might or could do in person, hereby ratifying  and
confirming all that said attorneys-in-fact and agents or  any  of
them, or their or his substitute or substitutes, may lawfully  do
or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.

                           SIGNATURES

Signatures                    Title
Date


/s/Angelo S. Morini      Chairman of the Board of Directors, February 29, 2000
Angelo S. Morini         President, Chief Executive Officer
                         (Principal Executive Officer)

/s/Keith A. Ewing        Chief Financial Officer (Principal  February 29, 2000
Keith A. Ewing           Financial Officer and Principal Accounting Officer)

/s/Joseph Juliano        Director                            February 29, 2000
Joseph Juliano

/s/Marshall Luther       Director                            February 29, 2000
Marshall K. Luther

/s/Douglas Walsh         Director                            February 29, 2000
Douglas A. Walsh

<PAGE> 7

                        INDEX TO EXHIBITS

Exhibit
Number         Description of Documents                     Page

*  4.3         Galaxy Foods Company 1996 Stock Plan (filed as
               Schedule 10.30 to the Registrant's Annual Report
               on  Form 10-K for the fiscal year ended March 31, 1997
               and incorporated herein by reference).

   5.1         Legal Opinion of Baker & Hostetler LLP, counsel
               to the Registrant.

  23.1         Consent of BDO Seidman LLP, independent auditors
               of the Registrant.

  23.2         Consent of Baker & Hostetler LLP, counsel to the
               Registrant (contained in Exhibit 5.1).

  24.1         Power  of Attorney (contained on  signature
               page hereto).

*  Previously filed.

<PAGE> 8

EXHIBIT 5.1

                        February 29, 2000



Galaxy Foods Company
2441 Viscount Row
Orlando, Florida 32809

Ladies and Gentlemen:

     We  have  acted  as  counsel for  Galaxy  Foods  Company,  a
Delaware  corporation  (the "Company"), in  connection  with  the
registration of shares of common stock of the Company, par  value
$.01  per  share  (the  "Shares"), pursuant to  the  Registration
Statement  on  Form S-8 filed by the Company with the  Securities
and  Exchange Commission (the "Commission") under the  Securities
Act  of  1933,  as  amended (the "Registration Statement").   The
Registration  Statement is being filed to register 71,428  Shares
for offer and sale under and pursuant to the Company's 1996 Stock
Plan (the "Plan").

     In  connection  with the registration of 71,428  Shares  for
offer  and sale under the pursuant to the Plan, we have  examined
the  Company's  Certificate  of Incorporation,  as  amended,  the
Company's  Bylaws, and the records, as exhibited to  us,  of  the
proceedings  taken  by  the  Company  in  connection   with   the
registration of the Shares.

     It  is our opinion that the Shares, when issued and sold  in
the  manner  described  in  the Registration  Statement  and  the
related  Prospectus,  will be legally and validly  issued,  fully
paid and nonassessable.

     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit to the Registration Statement and further consent to  all
references to us in the Registration Statement and any amendments
thereto.

                                   Very truly yours,

                                   BAKER & HOSTETLER LLP

                                   /s/ Baker & Hostetler LLP

<PAGE> 9

EXHIBIT 23.1

                     CONSENT OF INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS



We  hereby  consent  to the incorporation  by  reference  in  the
Prospectus  constituting  a part of this  Registration  Statement
relating to the 1996 Stock Plan of our report dated June 8,  1999
relating  to  the  financial statements of Galaxy  Foods  Company
appearing  in  the Company's Annual Report on Form 10-K  for  the
year ended March 31, 1999.


                                   /s/ BDO Seidman, LLP

                                   BDO Seidman, LLP


February 28, 2000
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22917}]
{"company-data": {"conformed-name": "GALAXY FOODS CO", "cik": "0000819527", "assigned-sic": "2020", "irs-number": "251391475", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31402", "film-number": "558730"}, "business-address": {"street1": "2441 VISCOUNT ROW", "city": "ORLANDO", "state": "FL", "zip": "32809", "phone": "4078555500"}, "mail-address": {"street1": "2441 VISCOUNT ROW", "city": "ORLANDO", "state": "FL", "zip": "32809"}, "former-company": {"former-conformed-name": "GALAXY CHEESE CO", "date-changed": "19920302"}}
SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549

                            Form S-8

     Registration Statement under The Securities Act of 1933

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

     Delaware                                     25-1391475
 (State or other
   jurisdiction                                  (IRS Employer
of incorporation)                              Identification No.)

            2441 Viscount Row, Orlando, Florida 32809
   (Address of Principal Executive Offices including Zip Code)

                   ANGELO S. MORINI, PRESIDENT
                      Galaxy Foods Company
           2441 Viscount Row, Orlando, Florida  32809
             (Name and address of agent for service)

                         (407) 855-5500
  (Telephone Number, including area code, of agent for service)

                            COPY TO:

                   JEFFREY E. DECKER, ESQUIRE
                      Baker & Hostetler LLP
               200 South Orange Avenue, Suite 2300
                     Orlando, Florida  32801
                   Telephone:  (407) 649-4000

                 CALCULATION OF REGISTRATION FEE

                           Proposed     Proposed
Title of Each               Maximum      Maximum    Amount of
  Class of    Amount to    Offering     Aggregate   Registrati
 Securities       be         Price      Offering      on Fee
    to be     Registere       Per         Price
 Registered     d (1)      Share(2)

Common Stock,   71,428      $3.7815     $270,105      $75.09
 $.01 par value

(1)Pursuant to Rule 416(a), also covers additional securities
   that may be offered as a result of stock splits, stock
   dividends or similar transactions.

(2)Estimated solely for the purpose of calculating the
   registration fee, in accordance with Rule 457(h), on the
   basis of the price of securities of that same class, as
   determined in accordance with Rule 457(c), using the
   average of the high and low prices for the Common Stock as
   reported on the Amex Stock Exchange on February 28, 2000,
   which was $3.7815.
2

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.         PLAN INFORMATION

     Not filed as part of this Registration Statement pursuant to
the Note to Part I of Form S-8.

Item  2.         REGISTRANT INFORMATION AND EMPLOYEE PLAN  ANNUAL
INFORMATION

     Not filed as part of this Registration Statement pursuant to
the Note to Part I of Form S-8.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

   The  following documents, which previously have been filed  by
the  Company  with  the Securities and Exchange  Commission  (the
"Commission"), are incorporated herein by reference  and  made  a
part hereof:

     (i)  The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999;

      (ii)  The Company's Quarterly Reports on Form 10-Q for  the
fiscal  quarters  ended June 30, 1999, September  30,  1999,  and
December 31, 1999;

      (iii)     All other reports filed pursuant to Section 13(a)
or  15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by  the
Annual Report referred to in (i) above; and

      (iv)  The description of the Common Stock contained in  the
Registration  Statement  on Form 8-A dated  September  29,  1999,
including   any  amendment  or  report  filed  to   update   such
description.

      All  reports  and  other documents  filed  by  the  Company
pursuant  to  Sections 13(a), 13(c), 14 or 15(d) of the  exchange
act  subsequent  to the date of this Registration  Statement  and
prior  to  the filing of a post-effective amendment hereto  which
indicates that all securities offered hereunder have been sold or
which de-registers all securities and remaining unsold, shall  be
deemed  to be incorporated by reference herein and to be  a  part
hereof from the date of filing of such reports and documents.

       Any   statement  contained  herein  or  in  any   document
incorporated  or  deemed to be incorporated by  reference  herein
shall be deemed to be modified or superseded for purposes of this
Registration  Statement to the extent that a statement  contained
herein or in any other subsequently filed document which also  is
or  is deemed to be incorporated by reference herein modifies  or
supersedes  such statement.  Any such statements so  modified  or
superseded  shall  not be deemed to constitute  a  part  of  this
Registration Statement except as so modified or superseded.

Item 4.        DESCRIPTION OF SECURITIES

          Not applicable.

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.
3

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law ("DGCL")
makes provision for the indemnification of officers and directors
of  corporations  in terms sufficiently broad  to  indemnify  the
officers and directors of the Company under certain circumstances
from  liabilities (including reimbursement of expenses  incurred)
arising under the Securities Act of 1933, as amended (the "Act").
Section 102(b)(7) of the DGCL permits a corporation to provide in
its   Certificate  of  Incorporation  that  a  director  of   the
corporation shall not be personally liable to the corporation  or
its  stockholders from monetary damages for breach  of  fiduciary
duty  as  a director, except for liability (i) for any breach  of
the  director's  duty  of  loyalty  to  the  corporation  or  its
stockholders,  (ii) for acts or omissions not in  good  faith  or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii)  in respect of certain unlawful dividend payments  or
stock  redemptions  or repurchases, or (iv) for  any  transaction
from which the director derived an improper personal benefit.

     As permitted by the DGCL, the Company's Certificate of
Incorporation (the "Charter") provides that the personal
liability of each member of the Company's Board of Directors to
the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director is eliminated.  The effect of
this provision in the Charter is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative
suites on behalf of the Company) to recover monetary damages
against a director for breach of fiduciary duty as a director
thereof (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described in clauses
(i)-(iv), inclusive, above.  These provisions will not alter the
liability of directors under federal securities laws.

     The Company's Bylaws (the "Bylaws") provide that the Company
shall indemnify any person who was or is a party or is threatened
to  be  made  a  party  to any threatened, pending  or  completed
action,    suit   or   proceeding,   whether   civil,   criminal,
administrative or investigative (other than an action  by  or  in
the right of the Company) by reason of the fact that he is or was
a  director, officer, employee or agent of the Company, or is  or
was serving at the request of the Company as a director, officer,
employee  or  agent  of another corporation,  partnership,  joint
venture,  trust or other enterprise, against expenses  (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually  and reasonably incurred by him in connection with  such
action,  suit or proceeding if he acted in good faith  and  in  a
manner he reasonably believed to be in or not opposed to the best
interests  of  the  Company, and, with respect  to  any  criminal
action  or  proceedings, had no reasonable cause to  believe  his
conduct was unlawful.

     The Bylaws also provide that the Company shall indemnify any
person who was or is a party or is threatened to be made a  party
to  any threatened, pending or completed action or suit by or  in
the  right of the Company to procure a judgment in its  favor  by
reason  of  the  fact  that  he is or was  a  director,  officer,
employee  or  agent of the Company, or is or was serving  at  the
request of the Company as a director, officer, employee or  agent
of  another  corporation, partnership, joint  venture,  trust  or
other  enterprise  against expenses (including  attorneys'  fees)
actually  and reasonably incurred by him in connection  with  the
defense or settlement of such action or suit if he acted in  good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed  to the best interests of the Company and except that  no
indemnification shall be made in respect of any claim,  issue  or
matter  as  to which such person shall have been adjudged  to  be
liable  unless and only to the extent that the Court of  Chancery
of  the  State of Delaware or the court in which such  action  or
suit  was brought shall determine upon application that,  despite
the   adjudication  of  liability  but  in  view   of   all   the
circumstances  of the case, such person is fairly and  reasonably
entitled  to  indemnity  for such expenses  which  the  Court  of
Chancery of the State of Delaware or such other court shall  deem
proper.

     To the extent that any person described in the preceding two
paragraphs is successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in such paragraphs, or
in  defense  of any claim, issue or matter therein,  the  Company
shall  indemnify him against expenses (including attorneys' fees)
actually  and reasonably incurred by him in connection therewith.
The Company may pay expenses of a person incurred in defending  a
civil  or criminal action, suit or proceeding in advance  of  the
final disposition of such action, suit or proceeding upon receipt
of  an  undertaking  by or on behalf of a person  to  repay  such
amount  if  it  shall ultimately be determined  that  he  is  not
entitled to indemnification by the Company.
4

      The  Bylaws  further  provide that the indemnification  and
advancement of expenses provided for in the Bylaws shall  not  be
deemed  exclusive  of any other rights to the  indemnified  party
under any bylaw, agreement, vote of stockholders or disinterested
directors  or  otherwise,  both as  to  action  in  his  official
capacity and as to action in another capacity while holding  such
office, and that the Board of Directors may authorize the Company
to  purchase and maintain insurance on behalf of any such  person
against any liability asserted against him and incurred by him in
any  such capacity, or arising out of his status as such, whether
or  not the Company would have the power to indemnify him against
such   liability.   The  Company  provides  indemnity   insurance
pursuant  to  which  officers and directors  are  indemnified  or
insured  against  liability or loss under certain  circumstances,
which may include liability or related loss under the Act and the
Exchange Act.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

Item 8.        EXHIBITS

      Unless  otherwise indicated below as being incorporated  by
reference  to another filing of the Company with the  Commission,
each of the following exhibits is filed herewith:

Exhibit Number      Description of Document

*  4.3              Galaxy Foods Company 1996 Stock Plan (filed
                    as Schedule 10.30 to the Registrant's Annual Report on
                    Form 10-K  for  the fiscal year ended March 31,
                    1997 and incorporated herein by reference).

   5.1              Legal  Opinion of Baker  &  Hostetler  LLP,
                    counsel to the Registrant.

   23.1             Consent  of  BDO Seidman  LLP,  independent
                    auditors of the Registrant.

   23.2             Consent of Baker & Hostetler LLP, counsel to
                    the Registrant (contained in Exhibit 5.1).

   24.1             Power  of Attorney (contained on  signature
                    page hereto).

*  Previously filed.

Item 9.        UNDERTAKINGS.

     (1)  The undersigned Registrant hereby undertakes:

          (a)   To  file,  during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     registration statement:

          (i)   To  include  any prospectus required  by  Section
          10(a)(3) of the Act;

          (ii)  To reflect in the prospectus any facts or  events
          arising  after  the effective date of the  registration
          statement  (or the most recent post-effective amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a  fundamental change in the information  in
          the   registration   statement.   Notwithstanding   the
          foregoing,  any  increase  or  decrease  in  volume  of
          securities  offered  (if  the  total  dollar  value  of
          securities  offered  would not exceed  that  which  was
          registered) and any deviation from the low or high  end
          of   the  estimated  maximum  offering  range  may   be
          reflected  in  the  form of prospectus  file  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than  a  20%  change  in  the  maximum  aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement; and
5

          (iii)      To  include  any material  information  with
          respect  to  the  plan of distribution  not  previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement.

     Provided,  however, that paragraphs (i)  and  (ii)  of  this
     paragraph  do  not apply if the information required  to  be
     included  in a post-effective amendment by those  paragraphs
     is  contained  in periodic reports filed by  the  Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange  Act
     that  are  incorporated  by reference  in  the  registration
     statement.

          (b)  That, for the purpose of determining any liability
     under  the Act, each such post-effective amendment shall  be
     deemed  to be a new registration statement relating  to  the
     securities  offered  therein,  and  the  offering  of   such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.

           (c)   To  remove  from  registration  by  means  of  a
     post-effective   amendment  any  of  the  securities   being
     registered  which  remain unsold at the termination  of  the
     offering.

     (2)   That  for purposes of determining any liability  under
the  Act,  each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in the registration statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (3)   Insofar  as  indemnification for  liabilities  arising
under  the  Act,  may  be  permitted to directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions or otherwise, the Registrant has been advised that  in
the  opinion  of the Commission such indemnification  is  against
public  policy  as  expressed  in  the  Act  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  act  and  will  be  governed  by  the   final
adjudication of such issue.
6

                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of  Orlando, State of Florida,  on  the  29th  day  of
February, 2000.

                                   GALAXY FOODS COMPANY

                                   By:/S/Angelo S. Morini
                                   Angelo S. Morini,
                                   Chairman of the Board,
                                   President  and  Chief
                                   Executive Officer

                        POWER OF ATTORNEY

     Each   person   whose  signature  appears  below   on   this
Registration Statement hereby constitutes and appoints Angelo  S.
Morini  and Keith A. Ewing and each of them, with full  power  to
act  without the other, his true and lawful attorney-in-fact  and
agent,  with  full  power  of  substitution  and  resubstitution,
severally, for him and in his name, place and stead, in  any  and
all  capacities,  to  sign  any  and  all  amendments  (including
post-effective  amendments  and  amendments  thereto)   to   this
registration  statement, and to file the same, with all  exhibits
thereto  and  other documents in connection therewith,  with  the
Securities   and   Exchange  Commission,   granting   unto   said
attorneys-in-fact and agents, and each of them,  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  and necessary to be done, as fully to all intents  and
purposes as he might or could do in person, hereby ratifying  and
confirming all that said attorneys-in-fact and agents or  any  of
them, or their or his substitute or substitutes, may lawfully  do
or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.

                           SIGNATURES

Signatures                    Title
Date

/s/Angelo S. Morini      Chairman of the Board of Directors, February 29, 2000
Angelo S. Morini         President, Chief Executive Officer
                         (Principal Executive Officer)

/s/Keith A. Ewing        Chief Financial Officer (Principal  February 29, 2000
Keith A. Ewing           Financial Officer and Principal Accounting Officer)

/s/Joseph Juliano        Director                            February 29, 2000
Joseph Juliano

/s/Marshall Luther       Director                            February 29, 2000
Marshall K. Luther

/s/Douglas Walsh         Director                            February 29, 2000
Douglas A. Walsh
7

                        INDEX TO EXHIBITS

Exhibit
Number         Description of Documents                     Page

*  4.3         Galaxy Foods Company 1996 Stock Plan (filed as
               Schedule 10.30 to the Registrant's Annual Report
               on  Form 10-K for the fiscal year ended March 31, 1997
               and incorporated herein by reference).

   5.1         Legal Opinion of Baker & Hostetler LLP, counsel
               to the Registrant.

  23.1         Consent of BDO Seidman LLP, independent auditors
               of the Registrant.

  23.2         Consent of Baker & Hostetler LLP, counsel to the
               Registrant (contained in Exhibit 5.1).

  24.1         Power  of Attorney (contained on  signature
               page hereto).

*  Previously filed.
8

EXHIBIT 5.1

                        February 29, 2000

Galaxy Foods Company
2441 Viscount Row
Orlando, Florida 32809

Ladies and Gentlemen:

     We  have  acted  as  counsel for  Galaxy  Foods  Company,  a
Delaware  corporation  (the "Company"), in  connection  with  the
registration of shares of common stock of the Company, par  value
$.01  per  share  (the  "Shares"), pursuant to  the  Registration
Statement  on  Form S-8 filed by the Company with the  Securities
and  Exchange Commission (the "Commission") under the  Securities
Act  of  1933,  as  amended (the "Registration Statement").   The
Registration  Statement is being filed to register 71,428  Shares
for offer and sale under and pursuant to the Company's 1996 Stock
Plan (the "Plan").

     In  connection  with the registration of 71,428  Shares  for
offer  and sale under the pursuant to the Plan, we have  examined
the  Company's  Certificate  of Incorporation,  as  amended,  the
Company's  Bylaws, and the records, as exhibited to  us,  of  the
proceedings  taken  by  the  Company  in  connection   with   the
registration of the Shares.

     It  is our opinion that the Shares, when issued and sold  in
the  manner  described  in  the Registration  Statement  and  the
related  Prospectus,  will be legally and validly  issued,  fully
paid and nonassessable.

     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit to the Registration Statement and further consent to  all
references to us in the Registration Statement and any amendments
thereto.

                                   Very truly yours,

                                   BAKER & HOSTETLER LLP

                                   /s/ Baker & Hostetler LLP
9

EXHIBIT 23.1

                     CONSENT OF INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS

We  hereby  consent  to the incorporation  by  reference  in  the
Prospectus  constituting  a part of this  Registration  Statement
relating to the 1996 Stock Plan of our report dated June 8,  1999
relating  to  the  financial statements of Galaxy  Foods  Company
appearing  in  the Company's Annual Report on Form 10-K  for  the
year ended March 31, 1999.

                                   /s/ BDO Seidman, LLP

                                   BDO Seidman, LLP

February 28, 2000