CERTIFICATION
      OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302


OF
      THE
      SARBANES-OXLEY ACT OF 2002





I,
      Alan
      G. Orlowsky, the principal financial officer of Z Trim Holdings,
      Inc.,


certify
      that:





1.
      I have
      reviewed this quarterly report on Form 10-QSB of Z Trim Holdings, Inc.;





2.
      Based on
      my knowledge, this quarterly report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary in order 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 quarterly
      report;





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





4.
      The
      registrant's other certifying officers 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 registrant and we have:





(a)
      Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this quarterly report is being prepared;





(b)
      Evaluated
      the effectiveness of the registrant's disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of
      the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based upon such evaluation; and





(c)
      Disclosed
      in this report any change in the registrant's internal control
      over financial reporting that occurred during the registrants' most recent
      fiscal quarter that has materially affected, or is reasonably likely to materially
      affect, the registrant's internal control over financial reporting;





5.
      The
      registrant's other certifying officers and I have disclosed, based on
      our
      most recent evaluation of internal control over financial reporting, to the
      registrant's auditors and the audit committee of registrant's board of directors:





(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 registrant's ability to record, process, summarize
      and report financial data and have identified for the registrant's auditors
      any material weaknesses in internal controls; 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;
      and





6.
      The
      registrant's other certifying officers and I have indicated in this quarterly
      report whether or not there were significant changes in internal controls
      or in other factors that could significantly affect internal controls subsequent
      to the date of our most recent evaluation, including any corrective actions
      with regard to significant deficiencies and material weaknesses.





Dated:
      May 9, 2007





By
      /s/
      Alan G. Orlowsky





Alan
      G.
      Orlowsky


Chief
      Financial Officer


(Principal
      Financial Officer)