SecProbe.io

May 10, 2013

Via E -mail
Edward P. Smolyansky
Chief Financial and Accounting Officer
Lifeway Foods , Inc.
6431 West Oakton St.
Morton Grove, IL  60053

Re: Lifeway Foods , Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed April 30, 2013
File No. 0 -17363

Dear Mr. Smolyansky :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

Preliminary Proxy Statement on Schedule 14A

General

1. Please file the form of proxy card that will accompany your proxy statement.

2. On page 2 of your proxy statement, you combine the say -on-pay vote and the say -on-pay
frequency vote a s one item “4.”  Please separate  these out into separate ly numbered  items
consistent with the way the two proposals are identified and numbered later in the proxy
statement.

Proposal 2, page 17

3. You are proposing amendments to your Articles of Incorporation.  Please enha nce your
disclosure to show the changes that the proposed amendments would make to the

Edward P. Smolyansky
Lifeway Foods, Inc.
May 10, 2013
Page 2

 language of the Articles of Incorporation .  We also note that the version of the Articles of
Incorporation incorporated by reference as an exhibit to your  Form 10 -K for the year
ended December 31, 2012 ( which incorporates the Articles by reference to Exhibit 3.5 to
the Form 10 -QSB filed August 8, 2000) appear s to be an amendment .  Please clarify
whether this is an amendment or the complete Articles of Incorporation.  If t he former,
please file the complete Articles of Incorporation.

4. We note your statement in Proposal 2 that certain  provisions of  your Articles of
Incorporation “should be revised and updated to include and revise certain provisions that
were previously addr essed in the Company’s Amended and Restated Bylaws.”  Please
clarify whether you will make revisions to your Bylaws if your shareholders approve the
proposed amendments to the Articles.  If so, please describ e the changes to the Bylaws
and show how they wi ll affect the current language of the Bylaws .

5. Rule 14a -4(a)(3) under the Securities Exchange Act of 1934 provides that the form of
proxy shall identify clearly and impartially each separate matter  intended to be acted
upon, whether or not related to or conditioned on the approval of other matters.
Furthermore, Rule 14a -4(b)(1)  provides that the person solicited by a proxy shall be
afforded an opportunity to approve, disapprove or abstain with respect to each separate
matter .  In this regar d, we are concerned  that you may have bundled together multiple
separate matters in Proposal 2.  In adopting its unbundling rules, the Commission stated
that the rules served the following purposes:  “to permit shareholders to communicate to
the board of d irectors their views on each of the matters put to a vote, and not be forced
to approve or disapprove a package of items and thus approve matters they might not if
presented independently.”  See Exchange Act Release No. 34 -30849 (Jun. 23, 1992).
Please pr ovide us with your analysis as to whether the matters in Proposal 2 are separate
matters  that are required to  be unbundled .

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our comments, please provide  a written statement from the company
acknowledging that:

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

 staff comment s 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 per son under the federal securities laws of the United States.

Edward P. Smolyansky
Lifeway Foods, Inc.
May 10, 2013
Page 3

Please contact Norman von Holtzendorff at (202) 551 -3237  or me at (202) 551 -3740  with
any questions.

Sincerely,

 /s/  A.N. Parker for

 H. Roger Schwall
Assistant Director