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 annual report on Form 10-KSB 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: September 28, 2004        By: /s/ Eric Friedman
                                ---------------------
                                Name: Eric Friedman
                                Title: Vice President & Chief Financial Officer