================================================================================

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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2
(Mark One)

   [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

               For the quarterly period ended September 30, 2002

   [ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

             For the transition period from __________ to __________

                         Commission file number: 0-17363

                               LIFEWAY FOODS, INC.
         --------------------------------------------------------------
        (Exact name of small business issuer as specified in it charter)

            ILLINOIS                                     36-3442829
  -------------------------------             -------------------------------
  (State or other jurisdiction of            (IRS Employer Identification No.)
   incorporation or organization)

                 6431 WEST OAKTON, MORTON GROVE, ILLINOIS 60053
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (847) 967-1010
                            -------------------------
                           (issuer's telephone number)

               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of November 14, 2002, the issuer
had 4,268,444 shares of common stock, no par value, outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

================================================================================
<PAGE>

             EXPLANATION FOR FILING OF FORM 10-QSB/A AMENDMENT NO. 2

The purpose of this Form 10-QSB/A Amendment No. 2 is to amend the previously
filed Form 10-QSB of Lifeway Foods, Inc. for the quarter ended September 30,
2002 to include in this quarterly filing as an exhibit the employment agreement
dated September 12, 2002, between Lifeway Foods, Inc. and Julie Smolyansky,
President, Treasurer, Chief Executive Officer and Chief Financial Officer.

























<PAGE>

ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBITS: Exhibit Number and Brief Description

3.4    Bylaws, as amended. (Incorporated by reference to Exhibit 3.4 of the
       Company's Annual Report on Form 10-KSB for the year ended December 31,
       1999 and filed March 29, 2000.)

3.5    Articles of Incorporation, as amended and currently in effect.
       (Incorporated by reference to Exhibit 3.5 of the Company's Quarterly
       Report on Form 10-QSB for the quarterly period ended September 30, 2000
       and filed August 8, 2000.)

10.1   Lifeway Foods, Inc. Consulting and Services Compensation Plan, dated
       September 5, 1995. (Incorporated by reference to Exhibit 10.1 of the
       Company's Registration Statement on Form S-8, File No. 33-93306.)

10.10  Stock Purchase Agreement with Danone Foods, Inc., dated October 1, 1999.
       (Incorporated by reference to Exhibit 10.10 of the Company's Current
       Report on Form 8-K dated October 1, 1999, and filed October 12, 1999.)

10.11  Stockholders' Agreement with Danone Foods, Inc. dated October 1, 1999.
       (Incorporated by reference to Exhibit 10.11 of the Company's Current
       Report on Form 8-K dated October 1, 1999, and filed October 12, 1999.)

10.12  Letter Agreement dated December 24, 1999 amending the Stockholders'
       Agreement with Danone Foods, Inc. dated October 1, 1999. (Incorporated by
       reference to Exhibit 10.12 of the Company's Current Report on Form 8-K
       dated December 24, 1999 and filed January 11, 2000.)

10.13  Support Agreement with The Dannon Company, Inc. dated December 24, 1999.
       (Incorporated by reference to Exhibit 10.13 of the Company's Current
       Report on Form 8-K dated December 24, 1999 and filed January 11, 2000.)

10.14  Employment agreement, dated September 12, 2002 between Lifeway Foods,
       Inc. and Julie Smolyansky.


                                    SIGNATURE

     In accordance with the requirements of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   LIFEWAY FOODS, INC.

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

Date: April 30, 2003

<PAGE>

                                  CERTIFICATION

I, Julie Smolyansky, certify that:

1.   I have reviewed this Amendment No. 2 to the quarterly report on Form 10-QSB
     of Lifeway Foods, Inc.;

2.   Based on my knowledge, this Amendment No. 2 to the quarterly report does
     not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading with
     respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this Amendment No. 2 to the quarterly report,
     fairly present in all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for, the periods
     presented in this quarterly report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   I have disclosed, based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


                                       LIFEWAY FOODS, INC.

Date: April 30, 2002                   /s/ Julie Smolyansky
                                       ----------------------------------------
                                       Julie Smolyansky
                                       Chief Executive Officer, Chief Financial
                                       and Accounting Officer, President,
                                       Treasurer and Director

<PAGE>

                                 CERTIFICATION
                           PURSUANT TO SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002

         Solely for the purposes of complying with, and to the extent required
by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, the undersigned certifies, in her capacity as an officer of Lifeway
Foods, Inc. (the "Company"), that, to her knowledge, the Amendment No. 2 to the
Quarterly Report of the Company on Form 10-QSB for the period ended September
30, 2002, fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 and that the information contained in the report
fairly presents, in all material respects, the Company's financial condition and
results of operations.


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



DATE: April 30, 2003