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 10QSB;

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: May 16, 2005
                                          /s/ Edward P. Smolyansky
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                                          Chief Financial and Accounting Officer
                                          and Treasurer