content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                           ______________________________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                           ______________________________
  
         Date of Report (Date of earliest event reported): December 17, 2002
  
                           GALAXY NUTRITIONAL FOODS, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
            Delaware                       0-16251                 25-1391475
  (State or other jurisdiction     (Commission File Number)       (IRS Employer
       of incorporation)                                       Identification No.)
  
                  2441 Viscount Row                                  32809
                   Orlando, Florida                                (Zip Code)
       (Address of principal executive offices)
  
         Registrant's telephone number, including area code: (407) 855-5500
  
           (Former name or former address, if changed since last report.)
  
  <PAGE>
  
  ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.
  
            Not applicable.
  
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
  
            Not applicable.
  
  ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.
  
            Not applicable.
  
  ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
  
            Not applicable.
  
  ITEM 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
  CHANGE OF OFFICER
  
  On December 17, 2002,  Angelo S. Morini  resigned  from his position with Galaxy
  Nutritional  Foods ("the Company") as Chief Executive  Officer.  Mr. Morini will
  continue  to  remain as  President  of the  Company.  Christopher  J.  New,  the
  Company's Chief Operating Officer, then assumed the role and responsibilities of
  the Company's Chief Executive Officer.  On December 18, 2002, the Company issued
  a press  release to announce the change in the  position of its Chief  Executive
  Officer.
  
  ABOUT CHRISTOPHER J. NEW
  Christopher  J. New is the former Vice  President of Commercial  Strategies  and
  Services for  Tropicana(R)  Products of North America and Latin America.  In his
  sixteen-year  plus  career,  Mr.  New has  held  various  senior  marketing  and
  management  positions  since earning his Masters in Marketing and Economics from
  Cornell  University  in  1986.  In  his  last  three  years  at  Tropicana,  his
  responsibilities  included directing and leading strategic planning,  marketing,
  business development,  sales planning,  e-commerce,  customer service,  category
  management and customer insights. Mr. New joined Tropicana in 1993 after serving
  for four years as senior marketing  manager of Mott's USA, a division of Cadbury
  Schweppes,  where he was responsible for the marketing of the company's flagship
  business.
  
  <PAGE>
  
  RESIGNATIONS AND APPOINTMENTS OF DIRECTORS
  
  On December 17, 2002,  the Board of Directors  voted to increase the size of the
  Board to six members.  They then elected four new members,  including Charles L.
  Jarvie,   Michael  H.  Jordan,  Thomas  R.  Dykman,  and  David  H.  Lipka,  and
  simultaneously  accepted  the  resignations  of  Marshall  K. Luther and Douglas
  A.Walsh, who resigned in order to pursue other opportunities.  Charles L. Jarvie
  assumed the role as the Chairman of the Board, Angelo S. Morini assumed the role
  as Vice-Chairman of the Board, and Thomas R. Dykman assumed the role as Chairman
  of the Audit Committee. On December 18, 2002, the Company issued a press release
  to announce the changes in its Board of Directors.
  
  On December 18, 2002, the Board voted to increase the size of the Board to seven
  members and then elected  Christopher  J. New,  the  Company's  Chief  Executive
  Officer, to the Board.
  
  ABOUT CHARLES L. JARVIE
  Charles L. Jarvie,  presently a partner with Beta Capital Group, LLC, has had an
  illustrious  business  career.  After  twenty  years with the Procter and Gamble
  Company, he was president of Dr. Pepper,  Fidelity Investments  Marketing Corp.,
  and Schenley Industries.  He has also served as CEO of New Era Beverage Company,
  chairman   of   Universal   Sports   America,   Host   Communications/Streetball
  International,  and J/P Management  Associates.  Among his  accomplishments  are
  acquisition  of  Canada  Dry  Corporation,  sale of  Schenley  Industries,  Host
  Communications and New Era Beverage Company.  Mr. Jarvie has helped generate and
  implement and still enforces  strategic plans for many  successful  turnarounds.
  Mr. Jarvie has numerous civic and business associations serving as a director or
  member of many  prestigious  organizations  and  companies.  He is a graduate of
  Cornell University where he received both his B.S. and M.B.A.
  
  ABOUT MICHAEL H. JORDAN
  Michael H. Jordan is a general  partner of Global Asset Capital,  LLC, a venture
  capital firm and Beta Capital  Group.  He currently  serves on the board of Dell
  Computer Corporation, Aetna Inc., and Luminant Worldwide Corporation. He is also
  executive  chairman  of  Clariti  Telecommunications  International,  Ltd.,  and
  chairman of eOriginal,  Inc., an electronic commerce company. Mr. Jordan retired
  in 1998 as chairman and CEO of CBS Corporation  (formerly  Westinghouse Electric
  Corp.) after leading one of the most  comprehensive  transformations  of a major
  U.S. corporation. Earlier in his career, he spent eighteen years with PepsiCo in
  top management  including stints as President of Frito Lay, President of PepsiCo
  International,  and  President  of  PepsiCo.  Mr.  Jordan is a graduate  of Yale
  University  and  received  his  M.S.  in  chemical  engineering  from  Princeton
  University.
  
  ABOUT THOMAS R. DYCKMAN
  Thomas R. Dyckman is an Ann Whitney Olin Professor of Accounting and Acting Vice
  President for Technology at the S.C.  Johnson  Graduate  School of Management at
  Cornell University. He has conducted management executive programs for Goodyear,
  IBM, Gould Pump, New England Telephone, Ocean Spray, Columbia University, G.T.E.
  and Sylvania.  For eleven years,  Mr. Dyckman served as a consultant on research
  issues to the  Financial  Accounting  Standards  Board (FASB) and during the mid
  1990's was acting dean at Cornell  University.  He has held memberships with the
  American Accounting  Association,  the Financial  Accounting  Standards Advisory
  Committee, and the Accounting Researchers International Association. Mr. Dyckman
  has more than  sixty  published  articles  and is the  author of ten  books.  He
  received his B.A., M.B.A. and Ph.D. from the University of Michigan.
  
  ABOUT DAVID H. LIPKA
  David H. Lipka spent forty years with DCA Food Industries Inc., an international
  manufacturer of food  ingredients and equipment with combined sales in excess of
  $1 billion per annum, holding positions of President, CEO, and COO. He presently
  serves on the board of Doctor's  Associates Inc.  (Subway Stores) and has served
  on numerous boards  including Dunkin Donuts Inc.,  Allied-Lyons  Inc., and Kerry
  Group PLC.  Mr. Lipka has also been  Chairman and CEO of Pennari  Foods and Leon
  Baking Company. He obtained his graduate degree at the School of Business at New
  York University.
  
  ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS.
  
            Not applicable.
  
  <PAGE>
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
  
            Exhibit 99.1   CEO Press Release issued by the Company on December 18,
                           2002 (Filed herewith.)
  
            Exhibit 99.2   Board of Director  Press Release  issued by the Company
                           on December 18, 2002 (Filed herewith.)
  
  ITEM 8.   CHANGE IN FISCAL YEAR.
  
            Not applicable.
  
  ITEM 9.   REGULATION FD DISCLOSURE.
  
            Not applicable.
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
  amended,  the  registrant has duly caused this report to be signed on its behalf
  by the undersigned, thereunto duly authorized.
  
                                          GALAXY NUTRITIONAL FOODS, INC.
  
  
  December 19, 2002                       By: /s/ Salvatore Furnari
                                              ------------------------------
                                          Name: Salvatore Furnari
                                                ----------------------------
                                          Title: Chief Financial Officer
                                                 ---------------------------
  
  <PAGE>
  
                                   EXHIBITS INDEX
  
  Exhibit No.                   Exhibit Description                       Page No.
  -----------                   -------------------                       --------
  
  Exhibit 99.1        CEO Press Release issued by the Company
                      on December 18, 2002
  
  Exhibit 99.2        Board of Director Press Release issued
                      by the Company on December 18, 2002
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "x8k-1202.txt", "description": "GALAXY NUTRITIONAL FOODS, INC.", "secsgml_size_bytes": 8964}]
metadata_filer: {"company-data": {"conformed-name": "GALAXY NUTRITIONAL FOODS CO", "cik": "0000819527", "assigned-sic": "2020", "irs-number": "251391475", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15345", "film-number": "02863267"}, "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"}, {"former-conformed-name": "GALAXY FOODS CO", "date-changed": "19920703"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                           ______________________________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                           ______________________________
  
         Date of Report (Date of earliest event reported): December 17, 2002
  
                           GALAXY NUTRITIONAL FOODS, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
            Delaware                       0-16251                 25-1391475
  (State or other jurisdiction     (Commission File Number)       (IRS Employer
       of incorporation)                                       Identification No.)
  
                  2441 Viscount Row                                  32809
                   Orlando, Florida                                (Zip Code)
       (Address of principal executive offices)
  
         Registrant's telephone number, including area code: (407) 855-5500
  
           (Former name or former address, if changed since last report.)
  ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.
  
            Not applicable.
  
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
  
            Not applicable.
  
  ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.
  
            Not applicable.
  
  ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
  
            Not applicable.
  
  ITEM 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
  CHANGE OF OFFICER
  
  On December 17, 2002,  Angelo S. Morini  resigned  from his position with Galaxy
  Nutritional  Foods ("the Company") as Chief Executive  Officer.  Mr. Morini will
  continue  to  remain as  President  of the  Company.  Christopher  J.  New,  the
  Company's Chief Operating Officer, then assumed the role and responsibilities of
  the Company's Chief Executive Officer.  On December 18, 2002, the Company issued
  a press  release to announce the change in the  position of its Chief  Executive
  Officer.
  
  ABOUT CHRISTOPHER J. NEW
  Christopher  J. New is the former Vice  President of Commercial  Strategies  and
  Services for  Tropicana(R)  Products of North America and Latin America.  In his
  sixteen-year  plus  career,  Mr.  New has  held  various  senior  marketing  and
  management  positions  since earning his Masters in Marketing and Economics from
  Cornell  University  in  1986.  In  his  last  three  years  at  Tropicana,  his
  responsibilities  included directing and leading strategic planning,  marketing,
  business development,  sales planning,  e-commerce,  customer service,  category
  management and customer insights. Mr. New joined Tropicana in 1993 after serving
  for four years as senior marketing  manager of Mott's USA, a division of Cadbury
  Schweppes,  where he was responsible for the marketing of the company's flagship
  business.
  RESIGNATIONS AND APPOINTMENTS OF DIRECTORS
  
  On December 17, 2002,  the Board of Directors  voted to increase the size of the
  Board to six members.  They then elected four new members,  including Charles L.
  Jarvie,   Michael  H.  Jordan,  Thomas  R.  Dykman,  and  David  H.  Lipka,  and
  simultaneously  accepted  the  resignations  of  Marshall  K. Luther and Douglas
  A.Walsh, who resigned in order to pursue other opportunities.  Charles L. Jarvie
  assumed the role as the Chairman of the Board, Angelo S. Morini assumed the role
  as Vice-Chairman of the Board, and Thomas R. Dykman assumed the role as Chairman
  of the Audit Committee. On December 18, 2002, the Company issued a press release
  to announce the changes in its Board of Directors.
  
  On December 18, 2002, the Board voted to increase the size of the Board to seven
  members and then elected  Christopher  J. New,  the  Company's  Chief  Executive
  Officer, to the Board.
  
  ABOUT CHARLES L. JARVIE
  Charles L. Jarvie,  presently a partner with Beta Capital Group, LLC, has had an
  illustrious  business  career.  After  twenty  years with the Procter and Gamble
  Company, he was president of Dr. Pepper,  Fidelity Investments  Marketing Corp.,
  and Schenley Industries.  He has also served as CEO of New Era Beverage Company,
  chairman   of   Universal   Sports   America,   Host   Communications/Streetball
  International,  and J/P Management  Associates.  Among his  accomplishments  are
  acquisition  of  Canada  Dry  Corporation,  sale of  Schenley  Industries,  Host
  Communications and New Era Beverage Company.  Mr. Jarvie has helped generate and
  implement and still enforces  strategic plans for many  successful  turnarounds.
  Mr. Jarvie has numerous civic and business associations serving as a director or
  member of many  prestigious  organizations  and  companies.  He is a graduate of
  Cornell University where he received both his B.S. and M.B.A.
  
  ABOUT MICHAEL H. JORDAN
  Michael H. Jordan is a general  partner of Global Asset Capital,  LLC, a venture
  capital firm and Beta Capital  Group.  He currently  serves on the board of Dell
  Computer Corporation, Aetna Inc., and Luminant Worldwide Corporation. He is also
  executive  chairman  of  Clariti  Telecommunications  International,  Ltd.,  and
  chairman of eOriginal,  Inc., an electronic commerce company. Mr. Jordan retired
  in 1998 as chairman and CEO of CBS Corporation  (formerly  Westinghouse Electric
  Corp.) after leading one of the most  comprehensive  transformations  of a major
  U.S. corporation. Earlier in his career, he spent eighteen years with PepsiCo in
  top management  including stints as President of Frito Lay, President of PepsiCo
  International,  and  President  of  PepsiCo.  Mr.  Jordan is a graduate  of Yale
  University  and  received  his  M.S.  in  chemical  engineering  from  Princeton
  University.
  
  ABOUT THOMAS R. DYCKMAN
  Thomas R. Dyckman is an Ann Whitney Olin Professor of Accounting and Acting Vice
  President for Technology at the S.C.  Johnson  Graduate  School of Management at
  Cornell University. He has conducted management executive programs for Goodyear,
  IBM, Gould Pump, New England Telephone, Ocean Spray, Columbia University, G.T.E.
  and Sylvania.  For eleven years,  Mr. Dyckman served as a consultant on research
  issues to the  Financial  Accounting  Standards  Board (FASB) and during the mid
  1990's was acting dean at Cornell  University.  He has held memberships with the
  American Accounting  Association,  the Financial  Accounting  Standards Advisory
  Committee, and the Accounting Researchers International Association. Mr. Dyckman
  has more than  sixty  published  articles  and is the  author of ten  books.  He
  received his B.A., M.B.A. and Ph.D. from the University of Michigan.
  
  ABOUT DAVID H. LIPKA
  David H. Lipka spent forty years with DCA Food Industries Inc., an international
  manufacturer of food  ingredients and equipment with combined sales in excess of
  $1 billion per annum, holding positions of President, CEO, and COO. He presently
  serves on the board of Doctor's  Associates Inc.  (Subway Stores) and has served
  on numerous boards  including Dunkin Donuts Inc.,  Allied-Lyons  Inc., and Kerry
  Group PLC.  Mr. Lipka has also been  Chairman and CEO of Pennari  Foods and Leon
  Baking Company. He obtained his graduate degree at the School of Business at New
  York University.
  
  ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS.
  
            Not applicable.
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
  
            Exhibit 99.1   CEO Press Release issued by the Company on December 18,
                           2002 (Filed herewith.)
  
            Exhibit 99.2   Board of Director  Press Release  issued by the Company
                           on December 18, 2002 (Filed herewith.)
  
  ITEM 8.   CHANGE IN FISCAL YEAR.
  
            Not applicable.
  
  ITEM 9.   REGULATION FD DISCLOSURE.
  
            Not applicable.
  SIGNATURES
  
       Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
  amended,  the  registrant has duly caused this report to be signed on its behalf
  by the undersigned, thereunto duly authorized.
  
                                          GALAXY NUTRITIONAL FOODS, INC.
  
  December 19, 2002                       By: /s/ Salvatore Furnari
                                              ------------------------------
                                          Name: Salvatore Furnari
                                                ----------------------------
                                          Title: Chief Financial Officer
                                                 ---------------------------
  EXHIBITS INDEX
  
  Exhibit No.                   Exhibit Description                       Page No.
  -----------                   -------------------                       --------
  
  Exhibit 99.1        CEO Press Release issued by the Company
                      on December 18, 2002
  
  Exhibit 99.2        Board of Director Press Release issued
                      by the Company on December 18, 2002