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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001072613-04-001123.txt : 20040603
<SEC-HEADER>0001072613-04-001123.hdr.sgml : 20040603
<ACCEPTANCE-DATETIME>20040603154116
ACCESSION NUMBER:		0001072613-04-001123
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040329
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040603

FILER:

	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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-17363
		FILM NUMBER:		04847235

	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>8-K
<SEQUENCE>1
<FILENAME>form8k_12733.txt
<DESCRIPTION>FORM 8-K  DATED MARCH 29, 2004
<TEXT>
================================================================================

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




                                    FORM 8-K



                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): March 29, 2004





                               LIFEWAY FOODS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)




         ILLINOIS                       0-17363                  36-3442829
- ------------------------------        ------------           -------------------
     (State or other                  (Commission             (I.R.S. Employer
jurisdiction of incorporation)        File Number)           Identification No.)




                              6431 West Oakton St.
                             Morton Grove, IL 60053
               --------------------------------------------------
               (Address of principal executive offices, zip code)



       Registrant's telephone number, including area code: (847) 967-1010



                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


================================================================================
<PAGE>
                               LIFEWAY FOODS, INC.


ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

          On May 13, 2004, Lifeway Foods, Inc. ("Lifeway") engaged Plante &
Moran, PLLC ("Plante Moran") as its independent auditor following the May 1,
2004 merger of Plante Moran with the Company's previous auditor, Gleeson, Sklar,
Sawyers & Cumpata, LLP ("Gleeson Sklar"). Lifeway disclosed the foregoing
information in its Quarterly Report on Form 10-QSB for the three-month period
ended March 31, 2004, filed on May 17, 2004. Gleeson Sklar has reviewed and
concurred with Lifeway's disclosure. Lifeway received a copy of Gleeson Sklar's
concurrence on Friday May 28, 2004. Gleeson Sklar's concurrence is attached to
this filing as Exhibit 16.1.




ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS

          (c)  Exhibits. The following exhibits are filed with this report:

               Exhibit 16.1 - Letter dated May 17, 2004 from Gleeson, Sklar,
                              Sawyers and Cumpata, LLP to the Securities
                              Exchange Commission.
<PAGE>


                                    SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.



          Dated June 2, 2004
                                           LIFEWAY FOODS, INC.


                                           By: /s/ Julie Smolyansky
                                               ---------------------------------
                                               Julie Smolyansky
                                               Chief Executive Officer, Chief
                                               Financial and Accounting Officer,
                                               President, Treasurer and Director

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>2
<FILENAME>exh16-1_12733.txt
<DESCRIPTION>LETTER FROM GLEESON, SKLAR, SAWYERS AND CUMPATA
<TEXT>
                                                                    EXHIBIT 16.1
                                                                    ------------

LETTER DATED MAY 17, 2004 FROM GLEESON, SKLAR, SAWYERS AND CUMPATA, LLP TO THE
SECURITIES EXCHANGE COMMISSION


GLEESON
SKLAR
SAWYERS
CUMPATA LLP


                                                                    May 17, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Commissioners:


We have read the attached statements made by Lifeway Foods, Inc. and Subsidiary
(copy attached), which we understand will be filed with the Commission as part
of the Company's Form 10-QSB report dated May 17, 2004.

We agree with the statements concerning our Firm in such Form 10-QSB.



Very truly yours,

/s/ Gleeson, Sklar, Sawyers & Cumpata, LLP

Gleeson, Sklar, Sawyers & Cumpata, LLP













- --------------------------------------------------------------------------------
225 West Washington Street, Suite 400 Chicago, Illinois 60606 T 312-899-4460
F 312-726-3262
2400 Big Timber Road, Suite 200 Elgin, Illinois 60123 T 847-697-6161
F 847-697-6176

OFFICES IN PRINCIPAL CITIES WORLDWIDE
<PAGE>
o    Management's ability to achieve reductions in cost and employment levels,
     to realize production efficiencies and to implement capital expenditures,
     all at of the levels and times planned by management.

ITEM 3.  CONTROLS AND PROCEDURES

         The Chief Executive Officer (who serves as the principal executive and
financial officer) conducted an evaluation of the effectiveness of the Company's
disclosure controls and procedures pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934 as of March 31, 2004. The Company has historically operated
on strictly monitored cost constraints; with that perspective, the Chief
Executive Officer concluded that the disclosure controls and procedures are
effective in ensuring that all material information required to be filed in this
quarterly report has been made known to her. However, based upon the Company's
recent growth and improved cash position, as well as consultation with its
auditors, management intends to implement additional procedures to improve
internal controls in 2004. Specifically, an enhanced accounting software package
has been identified which will permit enhanced data recording and internal
reporting as well as additional on-site accounting staff and some changes to
internal control procedures.

         As of the date of this quarterly report, there have been no known
significant changes in internal controls or in other factors that could
significantly affect these controls subject to the date of such evaluation.

                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

On March 8, 2004, each issued share of the Company's common stock, no par value,
split into two shares pursuant to a stock split dividend declared by the Company
Board of Directors on February 12, 2004.

ITEM 5.  OTHER INFORMATION

On May 13, 2004, the Company engaged Plante & Moran, PLLC ("Plante Moran") as
its independent auditor following the May 1, 2004 merger of Plante Moran with
the Company's previous auditor, Gleeson, Sklar, Sawyers & Cumpata.

On May 17, 2004, the Company announced its financial results for the fiscal
quarter ended March 31, 2004 and certain other information. A copy of the
Company's press release announcing these financial results and certain other
information is attached as Exhibit 99.1 hereto. The information contained in
Exhibit 99.1 hereto is being furnished, and should not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities imposed by that Section. The information
contained in Exhibit 99.1 shall not be incorporated by reference into any
registration statement or other document or filing under the Securities Act of
1933, as amended, except as may be expressly set forth in a specific filing. The
press release filed as an exhibit to this report includes "safe harbor" language
pursuant to the Private Securities Litigation Reform Act of 1995, as amended,
indicating that certain statements about the Company's business and other
matters contained in the press release are "forward-looking." The press release
also cautions investors that "forward-looking" statements may be different from
actual operating results. Finally, the press release states that a more thorough
discussion of risks and uncertainties which may affect the Company's operating
results is included in the Company's reports on file with the Securities and
Exchange Commission.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
Number         Description
- ------         -----------
3.4            Amended and Restated By-laws (incorporated by reference to
               Exhibit No. 3.5 of Lifeway's Current Report on Form 8-K dated and
               filed on December 10, 2002).

3.5            Articles of Incorporation, as amended and currently in effect
               (incorporated by reference to Exhibit 3.5 of Lifeway's Quarterly
               Report on Form 10-QSB for the quarter ended June 30, 2000 and
               filed on August 8, 2000).

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