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
         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 conclusion 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 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 in the design or operation of
               internal controls which could adversely affect the small business
               issuer's ability to record, process, summarize and report
               financial data and have identified for the small business
               issuer's auditors any material weaknesses in internal controls;
               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: May 14, 2004      By:/s/ Eric Friedman
                                 --------------------
                                 Name: Eric Friedman
                                 Title: Vice President & Chief Financial Officer