SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549


FORM
10-KSB/A


(Amendment
#2)




[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT


OF
1934





For the
fiscal year ended December 31, 2007





OR





[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE


ACT OF
1934




COMMISSION
FILE NUMBER: 001-32134




Z
TRIM HOLDINGS, INC.


(Name
of Small Business Issuer in its Charter)






ILLINOIS
            36-4197173(State
      or Other Jurisdiction of Identification No.)
            (I.R.S.
      Employer)1011 CAMPUS
      DRIVE
              MUNDELEIN, ILLINOIS
      60060
            (847)
      549-6002(Address of Principal
      Executive Offices,
              including Zip
      Code)
            (Registrant's
      Telephone Number,
              Including Area
      Code)


SECURITIES
REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:




Title
      of Each Class
            Name of
      Each Exchange on
              Which
      RegisteredCommon Stock,
      $.00005 par value
            American Stock
      Exchange




SECURITIES
REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:


None





Check
whether the issuer is not required to file reports  pursuant to
Section 13 or 15(d) of the Exchange Act [ ]





Check  whether  the  issuer:  (1)  filed  all  reports  required  to
be filed by Section 13 of 15(d) of the Exchange Act during the past 12 months
(or for such shorter  period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.





Yes  X     No





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's
knowledge,  in  definitive  proxy  or  information  statements  incorporated  by
reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.  [ ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [X]





The
issuer's revenues for its most recent fiscal year were: $616,848





The  aggregate  market  value  of  the  voting  stock  of  the  issuer  held  by
non-affiliates  of the  issuer  as
of  April 9, 2008  was  $16,155,780.  This
aggregate market value is estimated solely for purposes of this report and are
based on the closing price for the issuer's common stock on April 9, 2008, as
reported on the American Stock Exchange.  For the purpose of this
report, it has been assumed that all officers and directors of the issuer are
affiliates of the issuer.  The statements made herein shall not be
construed as an admission for determining the affiliate status of any
person.





The
number of shares of the registrant's common stock outstanding as of April 9,
2008 was 75,056,375.





Transitional
Small Business Disclosure Format:




Yes     No  X





1


Explanatory
Note





This
abbreviated amended Annual Report on Form 10-KSB is being filed to correct the
certifications made pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
attached as Exhibits 31.








SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized as of September 15, 2008.






Z TRIM HOLDINGS, INC.By:
              /s/ Steven
      J. CohenSteven
      J. CohenDirector,
      and Chief Executive Officer


In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities as of
September 15, 2008.





/s/
Steven J. Cohen





Steven J.
Cohen


Director
and Chief Executive Officer


(principal
executive officer)





/s/ Brian
Chaiken


Brian
Chaiken


Chief
Financial Officer


(principal
financial


or
accounting officer)





/s/ Mark
Hershhorn





Mark
Hershhorn


Director





/s/ Brian
Israel





Brian
Israel


Director





/s/
Michael Donahue





Michael
Donahue


Director





/s/
Triveni P. Shukla





Triveni
P. Shukla


Director





/s/
Randal Hoff





Randal
Hoff


Director





/s/
Harvey Rosenfeld





Harvey
Rosenfeld


Director




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INDEX
OF EXHIBITS











EXHIBIT
      NO.
            DESCRIPTION31.1
            Statement
      Under Oath of Principal Executive Officer of the Company pursuant to
      Section 302 of Sarbanes-Oxley Act of
2002.





31.2
            Statement
      Under Oath of Principal Financial Officer of the Company pursuant to
      Section 302 of Sarbanes-Oxley Act of
2002.





32.1
            Statement
      Under Oath of Principal Executive Officer of the Company pursuant to
      Section 906 of Sarbanes-Oxley Act of
2002.





32.2
            Statement
      Under Oath of Principal Financial Officer of the Company pursuant to
      Section 906 of Sarbanes-Oxley Act of
2002.



















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