Well it shows in the article below that Phase III is a lactose-free drink so most everyone can enjoy it :-) http://www.otcshowcase.com/shares-of-attitude-drinks-soar-on-walgreens-agreement-attd-health/ I dont know why you would pay $3.50 a bottle when you can just follow the link below and get it for only $2.64 a bottle ;-) http://www.smarthealthshop.com/attitude-phase-iii-recovery-chocolate-14-5oz-12ct.html Please let me know if you have any other Phase III debates! Have a Great Phase III Day! -priceless