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): December 16, 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.):

      [_]   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))


                                       1
<PAGE>

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  29,  2005,  the  Company  received a  deficiency  letter from the
American  Stock  Exchange  ("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.

On October 7, 2005,  the Company  filed an Amended  Annual Report on Form 10-K/A
for the year ended March 31, 2005 and an Amended Quarterly Report on Form 10-Q/A
for the quarter ended June 30, 2005. Based on the revised financial information,
the Company  notified AMEX on October 11, 2005 that it is also not in compliance
with Section  1003(a)(iii)  of the AMEX  Company  Guide,  because the  Company's
shareholders'  equity is less  than  $6,000,000  and it  sustained  losses  from
continuing operations and/or net losses in its five most recent fiscal years.

On October 28,  2005,  the Company  submitted a plan to AMEX,  advising  AMEX of
actions  that it has taken,  or will take,  that would  bring the  Company  into
compliance with Section 1003(a)(i),  Section  1003(a)(ii),  Section 1003(a)(iii)
and Section 1003(a)(iv) of the AMEX Company Guide.

On December 16, 2005,  AMEX  notified the Company that it accepted the Company's
plan to regain  compliance and granted the Company an extension  until March 29,
2007 to regain compliance with the continued listing standards. The Company will
continue to be listed during the extension period.  However, the Company will be
subject to periodic review by AMEX during the extension  period.  If the Company
does not make progress  consistent with the plan during the extension  period or
is not in  compliance  with the  continued  listing  standards at the end of the
extension  period,  AMEX staff has  advised  the  Company  that it would  likely
initiate  delisting  proceedings  pursuant to Section  1009 of the AMEX  Company
Guide.

On December 20, 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 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits

     99.1   Press Release  regarding  AMEX issued by the Company on December 20,
            2005 (Filed herewith).


                                       2
<PAGE>

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.

December 20, 2005                            By:     /s/ Michael E. Broll
                                                 -------------------------------

                                             Name:   Michael E. Broll
                                                  ------------------------------

                                             Title:  Chief Executive Officer
                                                   -----------------------------


                                       3
{"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": "051274983"}, "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): December 16, 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.):

      [_]   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))

                                       1
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  29,  2005,  the  Company  received a  deficiency  letter from the
American  Stock  Exchange  ("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.

On October 7, 2005,  the Company  filed an Amended  Annual Report on Form 10-K/A
for the year ended March 31, 2005 and an Amended Quarterly Report on Form 10-Q/A
for the quarter ended June 30, 2005. Based on the revised financial information,
the Company  notified AMEX on October 11, 2005 that it is also not in compliance
with Section  1003(a)(iii)  of the AMEX  Company  Guide,  because the  Company's
shareholders'  equity is less  than  $6,000,000  and it  sustained  losses  from
continuing operations and/or net losses in its five most recent fiscal years.

On October 28,  2005,  the Company  submitted a plan to AMEX,  advising  AMEX of
actions  that it has taken,  or will take,  that would  bring the  Company  into
compliance with Section 1003(a)(i),  Section  1003(a)(ii),  Section 1003(a)(iii)
and Section 1003(a)(iv) of the AMEX Company Guide.

On December 16, 2005,  AMEX  notified the Company that it accepted the Company's
plan to regain  compliance and granted the Company an extension  until March 29,
2007 to regain compliance with the continued listing standards. The Company will
continue to be listed during the extension period.  However, the Company will be
subject to periodic review by AMEX during the extension  period.  If the Company
does not make progress  consistent with the plan during the extension  period or
is not in  compliance  with the  continued  listing  standards at the end of the
extension  period,  AMEX staff has  advised  the  Company  that it would  likely
initiate  delisting  proceedings  pursuant to Section  1009 of the AMEX  Company
Guide.

On December 20, 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 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits

     99.1   Press Release  regarding  AMEX issued by the Company on December 20,
            2005 (Filed herewith).

                                       2
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.

December 20, 2005                            By:     /s/ Michael E. Broll
                                                 -------------------------------

                                             Name:   Michael E. Broll
                                                  ------------------------------

                                             Title:  Chief Executive Officer
                                                   -----------------------------

                                       3