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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001072613-04-001158.txt : 20040610
<SEC-HEADER>0001072613-04-001158.hdr.sgml : 20040610
<ACCEPTANCE-DATETIME>20040610171556
ACCESSION NUMBER:		0001072613-04-001158
CONFORMED SUBMISSION TYPE:	8-K/A
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:		20040610

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/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-17363
		FILM NUMBER:		04858958

	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/A
<SEQUENCE>1
<FILENAME>form8-ka_12747.txt
<DESCRIPTION>FORM 8-K/A DATED JUNE 10, 2004
<TEXT>
================================================================================


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




                                   FORM 8-K/A

                                 AMENDMENT NO. 1
                                       TO
                                 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 jurisdiction     (Commission File Number)     (I.R.S. Employer
      of incorporation)                                      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"). As of the date of its merger with
Plante Moran, Gleeson Sklar declined to stand for re-election as Lifeway's
independent auditor.

            The independent auditor's reports prepared by Gleeson Sklar in
connection with Lifeway's financial statements for the year ended December 31,
2002 and the year ended December 31, 2003 did not contain either an adverse
opinion or disclaimer of opinion, nor were such independent auditor's reports
modified as to uncertainty, audit scope or accounting principles.

            Gleeson Sklar was advised by Lifeway of the disclosure made in this
filing and has communicated its concurrence to the Securities and Exchange
Commission in a letter dated June 7, 2004. Lifeway received a copy of Gleeson
Sklar's concurrence on June 9, 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 June 7, 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 10, 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>exhibit16-1_12747.txt
<DESCRIPTION>LETTER TO THE SEC DATED JUNE 7, 2004
<TEXT>
                                                                    EXHIBIT 16.1
                                                                    ------------

Letter dated JUNE 7, 2004 from Gleeson, Sklar, Sawyers and Cumpata, LLP to the
Securities Exchange Commission

* * * * | GLEESON
* * * * | SKLAR
* * * * | SAWYERS
* * * * | CUMPATA LLP





June 7, 2004


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


Commissioners:


On April 30, 2004, our firm merged its public accounting and auditing practice
into Plante & Moran, PLLC. As such, we declined to stand for re-election as the
independent auditor of Lifeway Foods, Inc. for the year-ended December 31, 2004.

We have read the statements made by Lifeway Foods, Inc., which we understand
will be filed with the Commission as oart of the Company's Form 8-K/A (amendment
No. 1 to Current Report) dated June 7, 2004. We agree with the statements
concerning our Firm in such Form 8 K/A.


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


i g a f     OFFICES IN PRINCIPAL CITIES WORLDWIDE



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