SecProbe.io

May 22, 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.
 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed May 2 0, 2013
File No. 0 -17363

Dear Mr. Smolyansky :

We have reviewed your amended 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 to 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, w e may have  additional comments.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

1. We note your discussion on page one  of your amended proxy statement concerning the
“inadvertent” distribution of preliminary proxy materials on or about May 10,
2013.   Please enhance your disclosure to indicate, if true, that this distribution was
inconsistent with federal regulatory provisions in the following regards:
 You distributed proxy cards to shareholders even though shareholders had not
received concu rrently or previously a definitive proxy statement that had been filed
with the Commission; and
 You did not mark the copies of the preliminary proxy statement as “Preliminary
Copies” when you distributed them to shareholders.
Please refer to Rule 14a -4(f) and Rule 14a -6(e)(1), respectively.

Also, please confirm to us that you have made appropriate arrangements with your
transfer agent, vote tabulator, brokers and other entities collecting proxies and voting

Edward P. Smolyansky
Lifeway Foods, Inc.
May 22, 2013
Page 2

 instructions so that all voting platforms are  disabled until you have filed your definitive
proxy statement and have recirculated the revised proxy materials to your shareholders.

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 accura cy
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 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.

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

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director