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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001072613-03-000728.txt : 20030430
<SEC-HEADER>0001072613-03-000728.hdr.sgml : 20030430
<ACCEPTANCE-DATETIME>20030430171140
ACCESSION NUMBER:		0001072613-03-000728
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20030430

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMOLYANSKY EDWARD
		CENTRAL INDEX KEY:			0001227847

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O LIFE WAY FOODS
		STREET 2:		6431 W OAKTON STREET
		CITY:			MORTON GROVE
		STATE:			IL
		ZIP:			60053
		BUSINESS PHONE:		8479671010

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 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-50073
		FILM NUMBER:		03674006

	BUSINESS ADDRESS:	
		STREET 1:		6431 W OAKTON
		CITY:			MORTON GROVE
		STATE:			IL
		ZIP:			60053
		BUSINESS PHONE:		7089671010

	MAIL ADDRESS:	
		STREET 1:		6431 W OAKTON
		CITY:			MORTON GROVE
		STATE:			IL
		ZIP:			60053
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sch13d-a_11903f.txt
<DESCRIPTION>SCHEDULE 13D/A - EDWARD SMOLYANSKY
<TEXT>
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                  SCHEDULE 13D/A
                                (Amendment No. 1)


                    Under the Securities Exchange Act of 1934



                               LIFEWAY FOODS, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

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

                                    531914109
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                              Julie Smolyansky, CEO
                               Lifeway Foods, Inc.
                              6431 West Oakton St.
                             Morton Grove, IL 60053
                                 (847) 967-1010
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Received Notices and Communications)

                                December 10, 2002
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.

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>
CUSIP No. 531914109
===================


1)   Name of Reporting Person:

     Edward Smolyansky.


2)   Check the Appropriate Box if a member of a Group:

     (a) |_|
     (b) |_|


3)   SEC Use Only


4)   Source of Funds (See Instructions):

     SC


5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e)

     |_|


6)   Citizenship or Place of Organization:

     U.S. CITIZEN


Number of Shares Beneficially Owned by Each Reporting Person With:

7)   Sole Voting Power:                 80,000 (1.9%)


8)   Shared Voting Power:                   --


9)   Sole Dispositive Power:            80,000 (1.9%)


10)  Shared Dispositive Power:              --


11)  Aggregate Amount Beneficially Owned by Each Reporting Person:

     80,000 shares (1.9%)




                                        2
<PAGE>
CUSIP No. 531914109
===================




12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions) |X|


13)  Percent of Class Represented by Amount in Row (11): 1.9%


14)  Type of Reporting Person:

     IN









                                        3
<PAGE>

                         AMENDMENT NO. 1 TO SCHEDULE 13D

            Edward Smolyansky hereby amends and supplements the statement on
Schedule 13D (the "Statement") previously filed by Edward Smolyansky with the
Securities and Exchange Commission, with respect to the common stock, no par
value (the "Lifeway Common Stock") of Lifeway Foods, Inc., an Illinois
corporation, with its principal executive offices at 6431 W. Oakton Street,
Morton Grove, Illinois 60053 (the "Issuer"). Except as amended and supplemented,
the Statement, including the definitions of terms not otherwise defined herein,
remains in full force and effect.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

            Pursuant to SEC Rule 13d-2(a), this Amendment to the Schedule 13D
with a date of July 20, 2002 previously filed by Edward Smolyansky reflects a
material change in the Lifeway Common Stock beneficially owned by Edward
Smolyansky under Section 13(d). The Estate of Michael Smolyansky (the "Estate")
sold to the Issuer 47,000 shares (the "Disposed Shares") of Lifeway Common Stock
to Issuer pursuant to a Stock Purchase Agreement (the "Agreement") executed by
and between Issuer and the Estate on December 10, 2002. The Issuer solely
provided the total purchase consideration of $338,400.00 paid to the Estate.

ITEM 4. PURPOSE OF TRANSACTION.

            The purpose of the transaction was to increase its liquidity of the
Estate in order to cover administrative expenses. The Issuer had been authorized
to acquire up to 50,000 shares of Lifeway Common Stock by a resolution passed by
its Board of Directors.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

            (a) Under Section 13(d) of the Exchange Act, Edward Smolyansky is
deemed to have beneficial ownership of 2,306,338 shares of Lifeway Common Stock,
representing 54.7% of the total outstanding Lifeway Common Stock. Edward
Smolyansky's total beneficial ownership of 2,306,338 shares of Lifeway Common
Stock is comprised as previously reported except that the shares in the Estate
now total 2,091,138.

            Edward Smolyansky's total beneficial ownership of Lifeway Common
Stock reported in this Schedule 13D/A has been reduced from the prior total of
2,353,338 to the current total of 2,306,338 by the sale of the 47,000 Disposed
Shares from the Estate to the Issuer.

            (b) Edward Smolyansky's sole voting and dispositive power is
comprised as previously reported.

            (c) Not applicable.

            (d) Proceeds from the sale of the 47,000 Disposed Shares have inured
to the Estate. Generally, proceeds from the sale of any the remaining 2,091,138
shares of Lifeway Common Stock indirectly owned by Edward Smolyansky would inure
solely to the Estate for the duration of the administration of the Estate. Upon
the conclusion

                                       4
<PAGE>

of the administration of the Estate, the remaining 2,091,138 shares of Lifeway
Common Stock will be transferred as described in Item 4, above. At the time of
this filing, the administration of the Estate had not yet concluded and
disclaimers of property had not been made final.

            (e) Not applicable.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 20.1   Last Will and Testament of Michael Smolyansky (Incorporated by
               reference to Exhibit 20.1 of the Schedule 13D dated July 1, 2002
               and previously filed by Edward Smolyansky).

Exhibit 20.2   Order of the Circuit Court of Cook County, Illinois, County
               Department, Probate Division, dated July 1, 2002 (Incorporated by
               reference to Exhibit 20.2 of the Schedule 13D dated July 1, 2002
               and previously filed by Edward Smolyansky).

Exhibit 20.3   Stock Purchase Agreement between the Estate and the Issuer, dated
               December 10, 2002 (Incorporated by reference to Exhibit 10.20 of
               Issuer's Current Report on Form 8-K dated and filed December 10,
               2002).






















                                       5
<PAGE>


                                    SIGNATURE


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: April 30, 2003                                /s/  Edward Smolyansky
                                                     --------------------------
                                                     Edward Smolyansky





























                                        6

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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