EXHIBIT 31.2

                                  CERTIFICATION

      I, Gregg A. Linn, certify that:

      1. I have reviewed this annual  report on Form  10-KSB/A of Vital  Living,
Inc.;

      2. Based on my  knowledge,  this annual 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 registrant 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 registrant and 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 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 on such evaluation; and

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

      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 the registrant's  board of
directors (or persons performing the equivalent functions):

            a) All  significant  deficiencies  and  material  weaknesses  in the
      design or operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant'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
      control over financial reporting.


                                   /s/ Gregg A. Linn
                                   -----------------------------------
                                   Gregg A. Linn
                                   Chief Financial Officer


Date:  April 28, 2005