<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>exhibit31-1_12630.txt
<DESCRIPTION>302 CERTIFICATION OF C.E.O. AND C.F.O.
<TEXT>
                                                                    EXHIBIT 31.1
                                                                    ------------

                    RULE 13A-14(A) / 15D-14(A) CERTIFICATION

     I, Julie Smolyansky, certify that:

     1. I have reviewed this Amendment No. 1 to Annual Report of Lifeway Foods,
Inc on Form 10-KSB/A;

     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. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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. I have disclosed, based on my 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.


                                    /s/ Julie Smolyansky
Date: April 20, 2004                ------------------------------------------
                                    Julie Smolyansky, Chief Executive Officer,
                                    Chief Financial and Accounting Officer,
                                    President, Treasurer and Director


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