EXHIBIT 31.2
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                    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) 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:     August 15, 2005               /s/ Edward P. Smolyansky
                                        --------------------------------------
                                        Chief Financial and Accounting Officer
                                        and Treasurer