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 WEST OAKTON

(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)
04/12/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/13/2004

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 stock, no par value	04/12/2004		S		3,000	D	$23.3	4,249,676⁽¹⁾	D
Common stock, no par value	04/12/2004		S		2,000	D	$23.5	4,247,676⁽²⁾	D
Common stock, no par value	04/12/2004		S		4,100	D	$23.65	4,243,576⁽³⁾	D
Common stock, no par value	04/12/2004		S		4,400	D	$23.66	4,239,176⁽⁴⁾	D
Common stock, no par value	04/12/2004		S		600	D	$23.67	4,238,576⁽⁵⁾	D
Common stock, no par value	04/12/2004		S		7,400	D	$23.7	4,231,176⁽⁶⁾	D
Common stock, no par value	04/12/2004		S		100	D	$23.72	4,231,076⁽⁷⁾	D
Common stock, no par value	04/12/2004		S		2,000	D	$23.75	4,229,076⁽⁸⁾	D
Common stock, no par value	04/12/2004		S		2,000	D	$23.8	4,227,076⁽⁹⁾	D
Common stock, no par value	04/12/2004		S		1,315	D	$22.65	4,225,761⁽¹⁰⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		6,815	D	$22.8	4,218,946⁽¹³⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		2,785	D	$22.85	4,216,161⁽¹⁴⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Commons tock, no par value	04/12/2004		S		400	D	$22.86	4,215,761⁽¹⁵⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		8,000	D	$23	4,207,761⁽¹⁶⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		4,600	D	$23.02	4,203,161⁽¹⁷⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		400	D	$23.03	4,202,761⁽¹⁸⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		1,266	D	$23.05	4,201,495⁽¹⁹⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		8,685	D	$23.1	4,192,810⁽²⁰⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		1,775	D	$23.2	4,191,035⁽²¹⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		3,225	D	$23.3	4,187,810⁽²²⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		3,734	D	$23.25	4,184,076⁽²³⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		5,000	D	$23.35	4,179,076⁽²⁴⁾	I⁽¹¹⁾	Executor⁽¹²⁾
Common stock, no par value	04/12/2004		S		5,000	D	$23.4	4,174,076⁽²⁵⁾	I⁽¹¹⁾	Executor⁽¹²⁾

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. Of the 4,249,676 total shares reported on this line, 465,000 are directly owned by Ludmila Smolyansky, 3,768,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

2. Of the 4,247,676 total shares reported on this line, 463,000 are directly owned by Ludmila Smolyansky, 3,768,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

3. Of the 4,243,576 total shares reported on this line, 458,900 are directly owned by Ludmila Smolyansky, 3,768,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

4. Of the 4,239,176 total shares reported on this line, 454,500 are directly owned by Ludmila Smolyansky, 3,768,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

5. Of the 4,238,576 total shares reported on this line, 453,900 are directly owned by Ludmila Smolyansky, 3,768,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

6. Of the 4,231,176 total shares reported on this line, 446,500 are directly owned by Ludmila Smolyansky, 3,768,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

7. Of the 4,231,076 total shares reported on this line, 446,400 are directly owned by Ludmila Smolyansky, 3,768,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

8. Of the 4,229,076 total shares reported on this line, 444,400 are directly owned by Ludmila Smolyansky, 3,768,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

9. Of the 4,227,076 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,768,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

10. Of the 4,225,761 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,767,361 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

11. The disposition of securities reported on this line was a sale by the Estate of Michael Smolyansky, of which Ludmila Smolyansky is the independent executor.

12. Ludmila Smolyansky is the independent executor of the Estate of Michael Smolyansky, her former husband and the founder and former President and CEO of the Issuer.

13. Of the 4,218,946 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,760,546 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

14. Of the 4,216,161 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,757,761 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

15. Of the 4,215,761 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,757,361 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

16. Of the 4,207,761 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,749,361 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

17. Of the 4,203,161 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,744,761 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

18. Of the 4,202,761 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,744,361 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

19. Of the 4,201,495 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,743,095 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

20. Of the 4,192,810 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,734,410 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

21. Of the 4,191,035 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,732,635 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

22. Of the 4,187,810 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,729,410 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

23. Of the 4,184,076 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,725,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

24. Of the 4,179,076 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,720,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

25. Of the 4,174,076 total shares reported on this line, 442,400 are directly owned by Ludmila Smolyansky, 3,715,676 shares are indirectly beneficially owned by Ludmila Smolyansky as executor of the Estate of Michael Smolyansky and 16,000 shares are indirectly beneficially owned by Ludmila Smolyansky as Trustee of the Smolyansky Foundation.

Remarks:

This Amendment to the Form 4 filed on April 13, 2004 is submitted in order to (i) correct the entries in Column 5 of Table I to reflect correct share ownership values as of the 2-for-1 stock split paid on March 8, 2004 to all holders of the Issuer's common stock and (ii) include in the indirect beneficial ownership of Ludmila Smolyansky the 8,000 shares of the common stock of the Issuer held in the Smolyansky Family Foundation, of which she is the Trustee.

	Ludmila Smolyansky	04/14/2004
	** Signature of Reporting Person	Date
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