UNITED STATES
                       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): September 26, 2005

                         GALAXY NUTRITIONAL FOODS, INC.
             (Exact Name of Registrant as Specified in its Charter)


         Delaware                      1-15345                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.)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

FORWARD LOOKING STATEMENTS

THIS FORM 8-K CONTAINS  FORWARD-LOOKING  STATEMENTS.  THESE STATEMENTS RELATE TO
FUTURE  EVENTS  OR  OUR  FUTURE  FINANCIAL  PERFORMANCE.  THESE  FORWARD-LOOKING
STATEMENTS  ARE BASED ON OUR CURRENT  EXPECTATIONS,  ESTIMATES  AND  PROJECTIONS
ABOUT OUR INDUSTRY,  MANAGEMENT'S  BELIEFS AND CERTAIN  ASSUMPTIONS  MADE BY OUR
COMPANY.  WORDS SUCH AS "ANTICIPATE,"  "EXPECT,"  "INTEND,"  "PLAN,"  "BELIEVE,"
"SEEK,"  "PROJECT,"  "ESTIMATE," "MAY," "WILL," AND VARIATIONS OF THESE WORDS OR
SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING  STATEMENTS.  THESE
STATEMENTS ARE NOT GUARANTEES OF FUTURE  PERFORMANCE  AND ARE SUBJECT TO CERTAIN
RISKS,  UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT.  THEREFORE,
ACTUAL  RESULTS  MAY DIFFER  MATERIALLY  FROM OUR  HISTORICAL  RESULTS AND THOSE
EXPRESSED  OR  FORECASTED  IN ANY  FORWARD-LOOKING  STATEMENTS  AS A RESULT OF A
VARIETY OF FACTORS,  INCLUDING  THOSE SET FORTH IN "RISK  FACTORS" AND ELSEWHERE
IN, OR  INCORPORATED  BY  REFERENCE  INTO,  THIS FORM  10-K/A.  WE  UNDERTAKE NO
OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY  FORWARD-LOOKING  STATEMENTS FOR ANY
REASON,  EVEN IF NEW INFORMATION  BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE
FUTURE.

SECTION 3. SECURITIES AND TRADING MARKET.

ITEM 3.01  NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
           STANDARD; TRANSFER OF LISTING.

On September 26, 2005, the Company  received an informal  notification  from the
American  Stock  Exchange  ("AMEX"),  notifying  the  Company  that it is not in
compliance with AMEX's continued  listing  requirements.  On September 29, 2005,
the Company  received a deficiency  letter from AMEX advising that, based on its
review of the Company's Quarterly Report on Form 10-Q for the quarter ended June
30,  2005,  the  Company is not in  compliance  with  AMEX's  continued  listing
requirements.  Specifically,  the AMEX notice  stated that the Company is not in
compliance  with (i) Section  1003(a)(i) of the AMEX Company Guide,  because the
Company's  shareholders'  equity is less than $2,000,000 and it sustained losses
from continuing operations and/or net losses in two out of its three most recent
fiscal years;  (ii) Section  1003(a)(ii) of the AMEX Company Guide,  because the
Company's  shareholders'  equity is less than $4,000,000 and it sustained losses
from  continuing  operations  and/or  net  losses  in three out of its four most
recent fiscal years;  and (iii) Section  1003(a)(iv)  of the AMEX Company Guide,
because the Company has sustained losses which are so substantial in relation to
its overall  operations or its existing  financial  resources,  or its financial
condition has become so impaired that it appears questionable, in the opinion of
AMEX, as to whether the Company will be able to continue  operations and/or meet
its obligations as they mature.

The AMEX notice requires the Company to submit a plan by October 28, 2005,
advising AMEX of any action it has taken, or will take, that would bring the
Company into compliance with Sections 1003(a)(i) and 1003(a)(ii) of the AMEX
Company Guide within a maximum of 18 months of the date of the AMEX notice and
Section 1003(a)(iv) of the AMEX Company Guide within a maximum of 6 months of
the date of the AMEX notice. The AMEX notice states that if the Company does not
submit a plan, or submits a plan that is not accepted, the Company may be
subject to delisting proceedings. Furthermore, if the plan is accepted, the
Company may be able to continue its listing during the respective plan periods;
however, if the Company is not in compliance with the continued listing
standards at the conclusion of the respective plan periods or does not make
progress consistent with the plan during the plan periods, AMEX staff will
initiate delisting proceedings as appropriate. In any event, the Company may
appeal if AMEX staff makes a determination to initiate delisting proceedings in
accordance with applicable AMEX rules.
<PAGE>

In the AMEX notice, AMEX also noted that within five days of September 29, 2005,
the Company will be included in a list of issuers,  which is posted daily on the
AMEX website, that are not in compliance with AMEX's continued listing standards
and ".BC" will be appended to the Company's ticker symbol whenever the Company's
symbol is  transmitted  with a  quotation  or trade.  The  website  posting  and
indicator will remain in effect until the Company has regained  compliance  with
all applicable continued listing standards.

The Company  intends to submit a plan to AMEX by October 28, 2005  advising AMEX
of any action the Company  has taken,  or will take,  to bring the Company  into
compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iv) within the time
periods required by AMEX.

It is  anticipated  that the Company's plan will note,  among other things,  the
following actions that the Company has already taken:

      o     As previously announced in the current report on Form 8-K filed with
            the Securities and Exchange  Commission on July 6, 2005, the Company
            has entered into agreements with Schreiber Foods Inc.  ("Schreiber")
            pursuant to which Schreiber will become the sole manufacturer of the
            Company's  products.  The  Company  will sell most of its  remaining
            inventory  to  Schreiber  and no longer  have the burden of carrying
            inventory.  The Company expects to realize  significant cost savings
            as a result of this outsourcing relationship with Schreiber.

      o     In addition,  as previously  announced in the current report on Form
            8-K filed with the  Securities  and Exchange  Commission  on July 6,
            2005, subject to shareholder  approval and the satisfaction of other
            conditions precedent, the Company will sell its manufacturing assets
            to Schreiber for  $8,700,000.  This will permit the Company to repay
            in full its term loan with Beltway Capital  Partners,  LLC which was
            recently  assigned  from  Wachovia  Bank,  N.A.(formerly  SouthTrust
            Bank),   the  current   aggregate   principal  amount  of  which  is
            $7,691,985.   This  will   decrease  the   Company's   debt  service
            obligations going forward.

      o     In  addition,  as indicated  below in item 8.01 of this report,  the
            Company  has been  working  with  Goldman,  Sachs & Co.  to  explore
            strategic alternatives,  including the possible sale of the Company.
            If the Company is sold or is able to consummate a similar  strategic
            alternative,  then the  Company  may have no further  need to comply
            with AMEX's listing requirements.

If the Company  determines  that a sale of the Company will not be completed and
the outsourcing of its production  activities and sale of its production  assets
to Schreiber will not generate the a sufficient  amount of stockholders'  equity
within the time  periods  required by AMEX,  then the Company may be required to
sell additional equity securities.  However, there are no assurances that any of
such  alternatives  will be viable or available to the Company on terms that are
acceptable  to the Company,  or that,  even if viable,  that the Company will be
successful in implementing any of such alternatives.

On September 30, 2005, the Company issued a press release announcing the matters
discussed  above. The full text of the press release is attached as Exhibit 99.1
to this report.
<PAGE>

SECTION 8. OTHER EVENTS

ITEM 8.01  OTHER EVENTS.

On September 30, 2005, the Company issued a press release announcing that it has
been exploring  strategic  alternatives and has engaged Goldman,  Sachs & Co. as
its advisor to assist the Company in its exploration of strategic  alternatives,
including a possible sale of the Company.  There can be no  assurances  that the
Company will be able to consummate a sale or other  strategic  alternative.  The
full text of the press release is attached as Exhibit 99.2 to this report.


SECTION 9  -  FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

      99.1    Press Release regarding AMEX issued by the Company on September
              30, 2005 (Filed herewith).

      99.2    Press Release regarding Goldman, Sachs & Co. issued by the Company
              on September 30, 2005 (Filed herewith).

SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                             GALAXY NUTRITIONAL FOODS, INC.

September 30, 2005                           By:  /s/ Salvatore J. Furnari
                                                  ------------------------------
                                             Name:  Salvatore J. Furnari
                                             Title: Chief Financial Officer
{"company-data": {"conformed-name": "GALAXY NUTRITIONAL FOODS INC", "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": "051114877"}, "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 FOODS CO", "date-changed": "19920703"}, {"former-conformed-name": "GALAXY CHEESE CO", "date-changed": "19920302"}]}
UNITED STATES
                       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): September 26, 2005

                         GALAXY NUTRITIONAL FOODS, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                      1-15345                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.)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
FORWARD LOOKING STATEMENTS

THIS FORM 8-K CONTAINS  FORWARD-LOOKING  STATEMENTS.  THESE STATEMENTS RELATE TO
FUTURE  EVENTS  OR  OUR  FUTURE  FINANCIAL  PERFORMANCE.  THESE  FORWARD-LOOKING
STATEMENTS  ARE BASED ON OUR CURRENT  EXPECTATIONS,  ESTIMATES  AND  PROJECTIONS
ABOUT OUR INDUSTRY,  MANAGEMENT'S  BELIEFS AND CERTAIN  ASSUMPTIONS  MADE BY OUR
COMPANY.  WORDS SUCH AS "ANTICIPATE,"  "EXPECT,"  "INTEND,"  "PLAN,"  "BELIEVE,"
"SEEK,"  "PROJECT,"  "ESTIMATE," "MAY," "WILL," AND VARIATIONS OF THESE WORDS OR
SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING  STATEMENTS.  THESE
STATEMENTS ARE NOT GUARANTEES OF FUTURE  PERFORMANCE  AND ARE SUBJECT TO CERTAIN
RISKS,  UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT.  THEREFORE,
ACTUAL  RESULTS  MAY DIFFER  MATERIALLY  FROM OUR  HISTORICAL  RESULTS AND THOSE
EXPRESSED  OR  FORECASTED  IN ANY  FORWARD-LOOKING  STATEMENTS  AS A RESULT OF A
VARIETY OF FACTORS,  INCLUDING  THOSE SET FORTH IN "RISK  FACTORS" AND ELSEWHERE
IN, OR  INCORPORATED  BY  REFERENCE  INTO,  THIS FORM  10-K/A.  WE  UNDERTAKE NO
OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY  FORWARD-LOOKING  STATEMENTS FOR ANY
REASON,  EVEN IF NEW INFORMATION  BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE
FUTURE.

SECTION 3. SECURITIES AND TRADING MARKET.

ITEM 3.01  NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
           STANDARD; TRANSFER OF LISTING.

On September 26, 2005, the Company  received an informal  notification  from the
American  Stock  Exchange  ("AMEX"),  notifying  the  Company  that it is not in
compliance with AMEX's continued  listing  requirements.  On September 29, 2005,
the Company  received a deficiency  letter from AMEX advising that, based on its
review of the Company's Quarterly Report on Form 10-Q for the quarter ended June
30,  2005,  the  Company is not in  compliance  with  AMEX's  continued  listing
requirements.  Specifically,  the AMEX notice  stated that the Company is not in
compliance  with (i) Section  1003(a)(i) of the AMEX Company Guide,  because the
Company's  shareholders'  equity is less than $2,000,000 and it sustained losses
from continuing operations and/or net losses in two out of its three most recent
fiscal years;  (ii) Section  1003(a)(ii) of the AMEX Company Guide,  because the
Company's  shareholders'  equity is less than $4,000,000 and it sustained losses
from  continuing  operations  and/or  net  losses  in three out of its four most
recent fiscal years;  and (iii) Section  1003(a)(iv)  of the AMEX Company Guide,
because the Company has sustained losses which are so substantial in relation to
its overall  operations or its existing  financial  resources,  or its financial
condition has become so impaired that it appears questionable, in the opinion of
AMEX, as to whether the Company will be able to continue  operations and/or meet
its obligations as they mature.

The AMEX notice requires the Company to submit a plan by October 28, 2005,
advising AMEX of any action it has taken, or will take, that would bring the
Company into compliance with Sections 1003(a)(i) and 1003(a)(ii) of the AMEX
Company Guide within a maximum of 18 months of the date of the AMEX notice and
Section 1003(a)(iv) of the AMEX Company Guide within a maximum of 6 months of
the date of the AMEX notice. The AMEX notice states that if the Company does not
submit a plan, or submits a plan that is not accepted, the Company may be
subject to delisting proceedings. Furthermore, if the plan is accepted, the
Company may be able to continue its listing during the respective plan periods;
however, if the Company is not in compliance with the continued listing
standards at the conclusion of the respective plan periods or does not make
progress consistent with the plan during the plan periods, AMEX staff will
initiate delisting proceedings as appropriate. In any event, the Company may
appeal if AMEX staff makes a determination to initiate delisting proceedings in
accordance with applicable AMEX rules.
In the AMEX notice, AMEX also noted that within five days of September 29, 2005,
the Company will be included in a list of issuers,  which is posted daily on the
AMEX website, that are not in compliance with AMEX's continued listing standards
and ".BC" will be appended to the Company's ticker symbol whenever the Company's
symbol is  transmitted  with a  quotation  or trade.  The  website  posting  and
indicator will remain in effect until the Company has regained  compliance  with
all applicable continued listing standards.

The Company  intends to submit a plan to AMEX by October 28, 2005  advising AMEX
of any action the Company  has taken,  or will take,  to bring the Company  into
compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iv) within the time
periods required by AMEX.

It is  anticipated  that the Company's plan will note,  among other things,  the
following actions that the Company has already taken:

      o     As previously announced in the current report on Form 8-K filed with
            the Securities and Exchange  Commission on July 6, 2005, the Company
            has entered into agreements with Schreiber Foods Inc.  ("Schreiber")
            pursuant to which Schreiber will become the sole manufacturer of the
            Company's  products.  The  Company  will sell most of its  remaining
            inventory  to  Schreiber  and no longer  have the burden of carrying
            inventory.  The Company expects to realize  significant cost savings
            as a result of this outsourcing relationship with Schreiber.

      o     In addition,  as previously  announced in the current report on Form
            8-K filed with the  Securities  and Exchange  Commission  on July 6,
            2005, subject to shareholder  approval and the satisfaction of other
            conditions precedent, the Company will sell its manufacturing assets
            to Schreiber for  $8,700,000.  This will permit the Company to repay
            in full its term loan with Beltway Capital  Partners,  LLC which was
            recently  assigned  from  Wachovia  Bank,  N.A.(formerly  SouthTrust
            Bank),   the  current   aggregate   principal  amount  of  which  is
            $7,691,985.   This  will   decrease  the   Company's   debt  service
            obligations going forward.

      o     In  addition,  as indicated  below in item 8.01 of this report,  the
            Company  has been  working  with  Goldman,  Sachs & Co.  to  explore
            strategic alternatives,  including the possible sale of the Company.
            If the Company is sold or is able to consummate a similar  strategic
            alternative,  then the  Company  may have no further  need to comply
            with AMEX's listing requirements.

If the Company  determines  that a sale of the Company will not be completed and
the outsourcing of its production  activities and sale of its production  assets
to Schreiber will not generate the a sufficient  amount of stockholders'  equity
within the time  periods  required by AMEX,  then the Company may be required to
sell additional equity securities.  However, there are no assurances that any of
such  alternatives  will be viable or available to the Company on terms that are
acceptable  to the Company,  or that,  even if viable,  that the Company will be
successful in implementing any of such alternatives.

On September 30, 2005, the Company issued a press release announcing the matters
discussed  above. The full text of the press release is attached as Exhibit 99.1
to this report.
SECTION 8. OTHER EVENTS

ITEM 8.01  OTHER EVENTS.

On September 30, 2005, the Company issued a press release announcing that it has
been exploring  strategic  alternatives and has engaged Goldman,  Sachs & Co. as
its advisor to assist the Company in its exploration of strategic  alternatives,
including a possible sale of the Company.  There can be no  assurances  that the
Company will be able to consummate a sale or other  strategic  alternative.  The
full text of the press release is attached as Exhibit 99.2 to this report.

SECTION 9  -  FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

      99.1    Press Release regarding AMEX issued by the Company on September
              30, 2005 (Filed herewith).

      99.2    Press Release regarding Goldman, Sachs & Co. issued by the Company
              on September 30, 2005 (Filed herewith).

SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                             GALAXY NUTRITIONAL FOODS, INC.

September 30, 2005                           By:  /s/ Salvatore J. Furnari
                                                  ------------------------------
                                             Name:  Salvatore J. Furnari
                                             Title: Chief Financial Officer