Exhibit
31.2



Certification
of Chief Financial Officer

Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002



I,
Dina L. Masi, certify that:



1.I
have reviewed this quarterly report on Form 10-Q 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
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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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
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 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



d.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 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 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.



|Date:     May 20, 2008 |  | By: | /s/ Dina L. Masi                                       
|---------------------- |  | --- | -------------------------------------------------------
|                       |  |     | Name:  Dina L. Masi                                    
|                       |  |     | Title:  Chief Financial Officer & Senior Vice President