Exhibit 31.2


                    Certification of Chief Financial Officer
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       Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act,
      As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Eric Friedman, certify that:

1.            I have reviewed this amendment to annual report on Form 10-KSB/A
              of Integrated BioPharma, Inc.;

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 registrant as of, and for, the
              periods presented in this report;

4.            The small business issuer's other certifying officer(s) 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)) 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 our
              supervision, to ensure that material information relating to the
              small business issuer, including its consolidated subsidiaries, is
              made known to us 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 our supervision, to provide reasonable assurance regarding
              the reliability 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
              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

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; and

5.            The small business issuer's other certifying officer(s) and I have
              disclosed, based on our 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 control 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 small business
              issuer's internal control over financial reporting.


Date: November 9, 2004       By: /s/ Eric Friedman
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                                 Name: Eric Friedman
                                 Title: Vice President & Chief Financial Officer