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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950134-97-001083.txt : 19970222
<SEC-HEADER>0000950134-97-001083.hdr.sgml : 19970222
ACCESSION NUMBER:		0000950134-97-001083
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19970214
SROS:			NONE

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIFEWAY FOODS INC
		CENTRAL INDEX KEY:			0000814586
		STANDARD INDUSTRIAL CLASSIFICATION:	DAIRY PRODUCTS [2020]
		IRS NUMBER:				363442829
		STATE OF INCORPORATION:			IL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-50073
		FILM NUMBER:		97534374

	BUSINESS ADDRESS:	
		STREET 1:		7625 NORTH AUSTIN AVENUE
		CITY:			SKOKIE
		STATE:			IL
		ZIP:			60077
		BUSINESS PHONE:		7089671010

	MAIL ADDRESS:	
		STREET 1:		7625 NORTH AUSTIN AVENUE
		CITY:			SKOKIE
		STATE:			IL
		ZIP:			60077

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMOLYANSKY MICHAEL
		CENTRAL INDEX KEY:			0001033286
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		STATE OF INCORPORATION:			IL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		7625 NORTH AUSTIN AVE
		CITY:			SKOKIE
		STATE:			IL
		ZIP:			60077
		BUSINESS PHONE:		8479671010
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<DESCRIPTION>SCHEDULE 13G FOR MICHAEL SMOLYANSKY
<TEXT>

<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  SCHEDULE 13G

                 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
                            (AMENDMENT NO. ________)




                              Lifeway Foods, Inc.
                              -------------------
                                (Name of Issuer)


                           Common Stock, No Par Value
                           --------------------------
                         (Title or Class of Securities)


                                  531914 10 9
                                 -------------
                                 (CUSIP Number)



The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


                               Page 1 of 5 pages

<PAGE>   2

CUSIP NO.  531914 10 9              13G                        PAGE 2 OF 5 PAGES





1. NAME OF REPORTING PERSON:

     Michael Smolyansky

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

     (a) [   ]
     (b) [   ]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION:  United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

      5.  SOLE VOTING POWER:  2,551,100

      6.  SHARED VOTING POWER:  -0-

      7.  SOLE DISPOSITIVE POWER:  2,551,100

      8.  SHARED DISPOSITIVE POWER:  -0-

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  2,581,900
     (includes 2,551,100 shares directly owned and 27,200 shares indirectly
     owned by spouse)

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  68.2% (see response
     to Item 4)

12. TYPE OF REPORTING PERSON:   IN



                               Page 2 of 5 pages

<PAGE>   3


ITEM 1.

        (a) Name of Issuer:  Lifeway Foods, Inc.

        (b) Address of Issuer's Principal Executive Offices: 

            7625 N. Austin Avenue
            Skokie, Illinois  60077

ITEM 2.

        (a) Name of Person Filing

            Michael Smolyansky

        (b) Address of Principal Business Office

            7625 N. Austin Avenue
            Skokie, Illinois  60077

        (c) Citizenship

            United States Citizen


        (d) Title of Class of Securities:  Common Stock, No Par Value

        (e) CUSIP Number: 531914 10 9

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
        CHECK WHETHER THE PERSON FILING IS A:

        Not applicable.

ITEM 4. OWNERSHIP   See Note (1) below.

MICHAEL SMOLYANSKY

       (a)  Amount beneficially owned: 2,581,900 (includes 2,551,100 shares 
            directly owned and 27,200 shares indirectly owned by spouse).

       (b)  Percent of class: 68.2%

       (c)  Number of shares as to which such person has:

            (i) Sole power to vote or to direct the vote:  2,551,100

                               Page 3 of 5 pages
<PAGE>   4


            (ii)   Shared power to vote or to direct the vote:  none.

            (iii)  Sole power to dispose or direct the disposition of: 
                   2,551,100

            (iv)   Shared power to dispose or to direct the disposition of:  
                   none.


Notes

(1)  The filing of this Schedule 13G shall not be construed as an admission
     that the reporting person is, for the purposes of Section 13(d) or 13(g)
     of the Securities Exchange Act of 1934, the beneficial owner of any
     securities covered by this Schedule 13G.  In addition, the filing of this
     Schedule 13G shall not be construed as an admission that the reporting
     person is the beneficial owner of any securities covered by this Schedule
     13G for any other purposes than Section 13(d) or 13(g) of the Securities
     Exchange Act of 1934.


ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

          Not applicable.

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

          Not applicable.

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
          THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

          Not applicable.

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

          Not applicable.

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP.

          Not applicable.

ITEM 10.  CERTIFICATION.

          Not applicable - this statement is not being filed pursuant to Rule
          13d-1(b).



                               Page 4 of 5 pages

<PAGE>   5


                                   SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

     Dated this 13th day of February, 1997.


                                        /s/ Michael Smolyansky
                                        ----------------------------------------
                                        Michael Smolyansky



                               Page 5 of 5 pages
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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