EXHIBIT
31.2


RULE
13A-14(A) / 15D-14(A) CERTIFICATION





I,
Edward P. Smolyansky, certify that:





1. I
have reviewed this quarterly report of Lifeway Foods, Inc. on Form
10-QSB;





2. Based
on my knowledge, this 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 report;





3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the small business issuer as
of, and for, the periods presented in this report;





4. The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
business issuer and have:





a.
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to me by others within those entities,
particularly during the period in which this report is being
prepared;





b.
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under my supervision, to provide
reasonable assurance regarding the liability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.





c.
Evaluated the effectiveness of the small business issuer’s disclosure controls
and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of end of the period
covered by this report based on such evaluation; and





d.
Disclosed in this report any change in the small business issuer’s internal
control over financial reporting that occurred during the small business
issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer’s internal
control over financial reporting presented.





5. The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the small
business issuer’s auditors and the audit committee of the small business
issuer’s board of directors (or persons performing the equivalent
functions):





a.
All significant deficiencies and material weaknesses in the design or operation
of internal controls over financial reporting which are reasonably likely to
adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; 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.




Date:
      May 15, 2008
            /s/
      Edward P. SmolyanskyChief
      Financial and Accounting Officerand
      Treasurer