SecProbe.io

November 7 , 2014

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

Re: Lifeway Foods, Inc.
 Amendment No. 1 to Form 10-K for Fis cal Year Ended
December 31, 2013
Filed October 3, 2014

Amendment No. 1 to Form 10 -Q for Fiscal Quarter Ended
June 30, 2014
 Filed October 3, 2014

Response Letter Dated October 3, 2014
File No . 000-17363

Dear Mr. Smolyansky :

We have reviewed your amended filings  and 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, pleas e 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 comments.

Amendment No. 1 to Form 10 -K for Fiscal Year Ended December 31, 20 13

Distribution, page 6

1. We note your response to comment 2 in our letter dated September 5, 2014 and your
disclosure on page 6 that you “do not generally enter into written agreements with (your)
distributors.”  Please tell us whether you have entered into a written customer agreement

Edward P. Smolyansky
Lifeway Foods, Inc.
November 7 , 2014
Page 2

 with United Natural Foods, Inc.  If so, please file the written agreement as an exhibit to
your amended filing.  See Item 601(b)(10) of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Resul ts of Operations ,
Page 15

Results of Operations

2. We have reviewed the disclosure you revised in your amended Form 10 -K and Form 10 -
Q to address comment s 4, 5 and 6  in our  letter dated September 5, 2014 regarding the
period over period changes in your results of operations.  We continue to believe you
should separately quantify the dollar impact of each material causal factor of the change,
including any offsetting factors .  In a supplemental response, please provide us with an
explanation that quantifies the following:

 Gross sales - the dollar impact of changes in prices, volumes, introduction of new
products, or other, as applicable.

 Cost of goods sold - the dollar imp act of the changes attributable to higher milk
prices and increased volume purchased, as applicable.

 Selling expenses  - the dollar impact of each material causal factor of the change
with greater specificity, as applicable .

 General and administrative - the dollar impact of each material causal factor of
the change with greater specificity, as applicable .

Response Letter Dated October 3, 2014

3. We have reviewed your response to comment 11  in our letter dated September 5, 2014.
However, it does not appear that you addressed our comment with respect to providing
disclosure to comply with FASB  ASC 280 -10-50-21.  In a supplemental response, please
provide a sample of your intended disclosure that addresses the factors you used to
conclude that you have one reportable segment or clarify why you do not believe such
disclosure is necessary.

4. Additionally, we note from your response to comment 11 in our  letter dated September 5,
2014 regarding product disclosure required by FASB ASC 280 -10-50-40 that you  have
considered the facto rs of this guidance.  However, it remains unclear to us why you do
not believe this disclosure should be provided.  In this regard, we note disclosure on page
4 of your amended Form 10 -K that identifies the differe nt types of products you produce,
including Kefir, cheese, a fruit sugar -flavored product, a dairy beverage, and a vegetable -
based seasoning.   We also note from your Products page on your website,
www.lifeway.net , that you have 13 product categories, with some of those having

Edward P. Smolyansky
Lifeway Foods, Inc.
November 7 , 2014
Page 3

 subcategories.  To assist us in better understand ing how you reached the conclusion that
product disclosure is not necessary, please explain your basis in further detail.  If
providing the required disclosure is impracticable, explain to us the basis for your
determination and disclose your assertion, as required.

You may contact Jennifer O’Brien , Staff Accountant, at (202) 551 -3721  or Kimberly L.
Calder , Assistant Chief Accountant , at (202 ) 551 -3701  if you have  questions regarding
comments on the financial statements and related matters.  Please contact Parhaum J. Hamidi,
Staff Attorney, at (202) 551 -3421 or, in his absence, the undersigned at  (202) 551 -3745 with any
other questions.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director