SecProbe.io

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October 19, 2005

VIA EDGAR & FACSIMILE (202) 772-9368

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Carmen Moncada-Terry
Division of Corporate Finance

Re:   Galaxy Nutritional Foods, Inc.

Dear Carmen:

In connection with the preliminary proxy statement filed by Galaxy Nutritional
Foods, Inc., a Delaware corporation (the "Company") on October 7, 2005, you have
advised us that the U.S. Securities and Exchange Commission is planning a review
in order to determine whether or not pro forma financial information is required
to be included in such proxy statement.

The special meeting of the Company's stockholders to which the proxy statement
relates is being called in order to approve the sale of a significant portion of
the Company's assets to Schreiber Foods, Inc., a privately held Wisconsin
corporation ("Schreiber"). The Company is seeking the approval of its
stockholders, because the assets being sold to Schreiber may constitute
"substantially all" of the Company's assets under Delaware law. The approval of
Schreiber's stockholders is not required for this transaction.

In connection with the preparation of the preliminary proxy statement, the
Company considered whether pro forma financial information was required and
reviewed this matter with its outside counsel and its auditors, who advised the
Company that instruction 2(b) to Item 14 of Schedule 14A makes it clear that no
such pro forma financial information is required. The instruction provides, in
relevant part, as follows:

"Instructions to Item 14.

2.    (b) Additionally, if only the security holders of the target company are
voting:

      i.    The financial information in paragraphs (b)(8) - (11) of this Item
for the acquiring company and the target need not be provided; ...."

Instruction 2(b)(i) provides that the pro forma financial information otherwise
required by paragraphs (b)(8) and (9) of Item 14 are not required in this proxy
statement, since only the security holders of the Company are voting.

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As we discussed, I greatly appreciate your immediate attention to this matter.
Please do not hesitate to contact me with any additional follow up or questions
in this regard.

                                                 Respectfully submitted,

                                                 GALAXY NUTRITIONAL FOODS, INC.

                                                 By: /s/ LeAnn C. Hitchcock
                                                   -----------------------------
                                                 Name: LeAnn C. Hitchcock
                                                     ---------------------------
                                                 Title: SEC Compliance Manager
                                                      --------------------------

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