SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMOLYANSKY LUDMILA

(Last)

(First)

(Middle)

LIFEWAY FOODS, INC.

6431 OAKTON ST.

(Street)

MORTON GROVE

60053

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIFEWAY FOODS INC [ LWAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/23/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common, no par value	02/20/2004		S		3,000	D	$24.3807	1,888,138⁽¹⁾⁽²⁾	I	Executor
Common, no par value	02/20/2004		S		4,000	D	$24.3004	1,884,138⁽¹⁾⁽³⁾	I	Executor

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Ludmila Smolyansky also directly owns 234,000 shares of the common stock, no par value, of Lifeway Foods, Inc.

2. As the independent executor of the Estate of Michael Smolyansky, deceased (the "Estate"), Ludmila Smolyansky is deemed to have indirect beneficial ownership of the shares of Lifeway Foods, Inc. Common Stock, no par value (the "Stock") held in the Estate. Prior to this transfer, the Estate held 1,891,138 shares of Stock and subsequent to this transfer, the Estate held 1,888,138 shares of Stock.

3. As the independent executor of the Estate of Michael Smolyansky, deceased (the "Estate"), Ludmila Smolyansky has indirect beneficial ownership of the shares of Lifeway Foods, Inc. Common Stock, no par value (the "Stock") held in the Estate. Prior to this transfer, the Estate held 1,888,138 shares of Stock and subsequent to this transfer, the Estate held 1,884,138 shares of Stock.

Remarks:

This Form 4/A is submitted to amend that certain Form 4 filed by Ludmila Smolyansky on February 23, 2004. The footnotes been amended to reflect the total amount of the securities of Lifeway Foods, Inc. (the "Issuer") owned by Ludmila Smolyansky as of the gifts of 3,000 total shares of the common stock of the Issuer made by Ludmila Smolyansky on January 6, 2004 and reported in that certain Form 4 filed on March 8, 2004.

	Ludmila Smolyansky	03/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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