EXHIBIT
31.2





CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002





I, Brian
Chaiken, the principal financial officer of Z Trim Holdings, Inc., certify
that:





1.           I
have reviewed this amended annual report on Form 10-KSB of Z Trim Holdings,
Inc.;





2.           Based
on my knowledge, this amended annual 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
amended annual report;





3.           Based
on my knowledge, the financial statements, and other financial information
included in this amended annual 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 amended annual
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 amended annual 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' fourth 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 officer 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.






August
      19, 2008
              By:
              /s/ Brian
      ChaikenBrian
      ChaikenChief
      Financial Officer(Principal
      Financial Officer)