Exhibit 31.2

# Certification of Chief Executive
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: November 15, 2004 | By: /s/ Eric Friedman   | 
|----------------------- | ----------------------- | 
|                        | Eric Friedman           | 
|                        | Chief Financial Officer |