SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
	Mail Stop 7010

      October 19, 2005

Mr. Michael E. Broll
Chief Executive Officer
Galaxy Nutritional Foods, Inc.
2441 Viscount Row
Orlando, Florida 32809

      RE:	Galaxy Nutritional Foods, Inc.
		Schedule 14A
		File No. 1-153453
		Filed October 7, 2005

Dear Mr. Broll:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.
1. We note your letter dated October 19, 2005, regarding the
application of Item 14 of Schedule 14A to your circumstances.  You
state that you relied on Instruction 2(b) to Item 14 of Schedule
14A
in determining that you were not required to include pro forma and
other financial information required by that item.  We refer you
to
Instruction 2(a), which indicates that the instruction applies to
transactions in which security holders receive cash as
consideration.
As such, it appears this instruction does not apply to you and
that
you are required to include all of the information required by
Item
14.  Please advise or revise.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      If you have any questions, please contact Carmen Moncada-
Terry
at (202) 551-3687 or me at (202) 551-3685.

      Sincerely,

      Tangela Richter
      Branch Chief

cc:	L. Hitchcock
      C. Moncada-Terry
Mr. Michael E. Broll
Galaxy Nutritional Foods, Inc.
October 19, 2005
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