Exhibit 31.2

                    Certification of Chief Financial Officer
                    ----------------------------------------
       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 report on Form 10-QSB 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 small business issuer as of, and for, the periods presented in
         this report;

4.       The small business issuer'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 small business issuer and we
         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
                  quarterly 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 first
                  quarter (the small business issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonable likely to materially affect, the small business
                  issuer's internal control over financial reporting; and

5.       The small business issuer's other certifying officer and I have
         disclosed, based on our most recent evaluation, 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 reasonable 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: February 14, 2005                         By:/s/ Eric Friedman
                                                --------------------
                                                Name: Eric Friedman
                                                Title: Chief Financial Officer