EXHIBIT 31.1
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                    RULE 13A-14(A) / 15D-14(A) CERTIFICATION

     I, Julie 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. I am 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. [RESERVED]

          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. I have disclosed, based on my 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: November 15, 2004                 LIFEWAY FOODS, INC.

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