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,   60,000      $3.7815     $226,890      $63.08
$.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

  This Registration Statement of Form S-8 is being filed to
register, pursuant to the Securities Act of 1933, as amended (the
"Act"), 10,000 additional shares of the Common Stock, $.01 par
value (the "Common Stock"), of Galaxy Foods Company (the
"Company"), issuable pursuant to the Company's 1996 Amendment and
Restatement of the 1991 Non-Employee Directors Stock Option Plan,
as amended (the "Director Plan") and 50,000 additional shares of
Common Stock issuable pursuant to the Company's 1991 Stock
Purchase Plan, as amended (the "Purchase Plan").  The contents of
the Registration Statement on Form S-8, File No. 33-46167,
previously filed by the Company with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by
reference in this Registration Statement and made a part hereof.


       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

AMENDMENTS TO THE PLANS

      Effective  as  of August 6, 1996, the Company  amended  the
Director Plan to increase the maximum number of underlying shares
for which options may be granted to eligible directors thereunder
from 143 per year to 286 per year.  Effective as of February  10,
2000,  the  Company  amended the Director Plan  to  increase  the
number of shares of Common Stock subject thereto by 10,000 shares
to  a total of 14,786 shares and to extend the expiration date of
the Director Plan to September 29, 2006.

      Effective as of February 26, 1999, the Company amended  the
Purchase  Plan to increase the number of shares of  Common  Stock
subject  thereto  by 50,000 shares to a total of  85,714  shares.
Effective  as  of  February 10, 2000,  the  Company  amended  the
Purchase Plan to extend the expiration date of the Purchase  Plan
to January 31, 2006.


INCORPORATION OF DOCUMENTS BY REFERENCE

   The  following documents, which previously have been filed  by
the  Company  with  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; and

      (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.

      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.

<PAGE> 3

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

*  4.1         Galaxy Foods Company 1991 Stock Purchase Plan
               (filed as Exhibit 4(h) in the Registrant's Registration
               Statement on  Form  S-8 filed with the Commission
               under file number 33-46167 and incorporated herein
               by reference).

* 4.2          Galaxy Foods Company 1996 Amendment and Restatement of the 1991
               Non-Employee Director Stock Option Plan (filed as
               Exhibit 10.29 in the Registrant's Annual Report on Form 10-K
               filed 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).


                           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.

<PAGE> 4

      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 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> 5

                        INDEX TO EXHIBITS

Exhibit
Number          Description of Documents                     Page

* 4.1           Galaxy Foods Company 1991 Stock Purchase Plan (filed
                as  Exhibit 4(h) in the Registrant's Registration
                Statement on Form S-8 filed with the Commission under file
                number 33-46167 and incorporated herein by reference).

* 4.2           Galaxy Foods Company 1996 Amendment and Restatement
                of the 1991 Non-Employee Director Stock Option
                Plan (filed as Exhibit 10.29 in the Registrant's Annual
                Report on Form 10-K filed 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).

<PAGE> 6

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 (No. 33-46167) 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  10,000 additional Shares for offer and sale  under  and
pursuant to the Company's 1996 Amendment and Restatement  of  the
1991  Non-Employee  Directors Stock Option  Plan  (the  "Director
Plan") and 50,000 additional Shares for offer and sale under  and
pursuant to the Company's 1991 Stock Purchase Plan (the "Purchase
Plan").

     In  connection  with the registration of  10,000  additional
Shares for offer and sale under the pursuant to the Director Plan
and  50,000  additional  Shares for  offer  and  sale  under  the
Purchase  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> 7

EXHIBIT 23.1

                     CONSENT OF INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS



We  hereby  consent  to the incorporation  by  reference  in  the
Prospectus  constituting a part of Registration  Statement  (S-8,
No.  33-46167) relating to the 1996 Amendment and Restatement  of
the  1991  Non-Employee Director Stock Option Plan and  the  1991
Stock Purchase 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


Orlando, Florida
February 28, 2000
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13920}]
{"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": "333-31406", "film-number": "558795"}, "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,   60,000      $3.7815     $226,890      $63.08
$.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

  This Registration Statement of Form S-8 is being filed to
register, pursuant to the Securities Act of 1933, as amended (the
"Act"), 10,000 additional shares of the Common Stock, $.01 par
value (the "Common Stock"), of Galaxy Foods Company (the
"Company"), issuable pursuant to the Company's 1996 Amendment and
Restatement of the 1991 Non-Employee Directors Stock Option Plan,
as amended (the "Director Plan") and 50,000 additional shares of
Common Stock issuable pursuant to the Company's 1991 Stock
Purchase Plan, as amended (the "Purchase Plan").  The contents of
the Registration Statement on Form S-8, File No. 33-46167,
previously filed by the Company with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by
reference in this Registration Statement and made a part hereof.

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

AMENDMENTS TO THE PLANS

      Effective  as  of August 6, 1996, the Company  amended  the
Director Plan to increase the maximum number of underlying shares
for which options may be granted to eligible directors thereunder
from 143 per year to 286 per year.  Effective as of February  10,
2000,  the  Company  amended the Director Plan  to  increase  the
number of shares of Common Stock subject thereto by 10,000 shares
to  a total of 14,786 shares and to extend the expiration date of
the Director Plan to September 29, 2006.

      Effective as of February 26, 1999, the Company amended  the
Purchase  Plan to increase the number of shares of  Common  Stock
subject  thereto  by 50,000 shares to a total of  85,714  shares.
Effective  as  of  February 10, 2000,  the  Company  amended  the
Purchase Plan to extend the expiration date of the Purchase  Plan
to January 31, 2006.

INCORPORATION OF DOCUMENTS BY REFERENCE

   The  following documents, which previously have been filed  by
the  Company  with  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; and

      (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.

      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.
3

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

*  4.1         Galaxy Foods Company 1991 Stock Purchase Plan
               (filed as Exhibit 4(h) in the Registrant's Registration
               Statement on  Form  S-8 filed with the Commission
               under file number 33-46167 and incorporated herein
               by reference).

* 4.2          Galaxy Foods Company 1996 Amendment and Restatement of the 1991
               Non-Employee Director Stock Option Plan (filed as
               Exhibit 10.29 in the Registrant's Annual Report on Form 10-K
               filed 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).

                           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.
4

      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 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
5

                        INDEX TO EXHIBITS

Exhibit
Number          Description of Documents                     Page

* 4.1           Galaxy Foods Company 1991 Stock Purchase Plan (filed
                as  Exhibit 4(h) in the Registrant's Registration
                Statement on Form S-8 filed with the Commission under file
                number 33-46167 and incorporated herein by reference).

* 4.2           Galaxy Foods Company 1996 Amendment and Restatement
                of the 1991 Non-Employee Director Stock Option
                Plan (filed as Exhibit 10.29 in the Registrant's Annual
                Report on Form 10-K filed 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).
6

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 (No. 33-46167) 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  10,000 additional Shares for offer and sale  under  and
pursuant to the Company's 1996 Amendment and Restatement  of  the
1991  Non-Employee  Directors Stock Option  Plan  (the  "Director
Plan") and 50,000 additional Shares for offer and sale under  and
pursuant to the Company's 1991 Stock Purchase Plan (the "Purchase
Plan").

     In  connection  with the registration of  10,000  additional
Shares for offer and sale under the pursuant to the Director Plan
and  50,000  additional  Shares for  offer  and  sale  under  the
Purchase  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
7

EXHIBIT 23.1

                     CONSENT OF INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS

We  hereby  consent  to the incorporation  by  reference  in  the
Prospectus  constituting a part of Registration  Statement  (S-8,
No.  33-46167) relating to the 1996 Amendment and Restatement  of
the  1991  Non-Employee Director Stock Option Plan and  the  1991
Stock Purchase 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

Orlando, Florida
February 28, 2000