**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) 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:
                November 14, 2007
            /s/
                Edward P. SmolyanskyChief
                Financial and Accounting Officerand
                Treasurer