Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
KAY ROBERT
 2. Issuer Name and Ticker or Trading Symbol
INTEGRATED BIOPHARMA INC [INBP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

225 LONG AVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2008
(Street)


HILLSIDE, NJ 07205		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Restricted Stock Unit 02/07/2007   A4(1) 34,000 A $ 0 (1) 1,030,962 (2) D  
Common Stock 08/12/2008   C4(3) 200,000 A $ 0.85 1,030,962 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 6.8 02/07/2007   A4 (4) 16,000     (4) 12/20/2007 Common Stock
16,000
$ 0 (4) 205,333 (2)
D
 
Stock Options $ 0.85 08/12/2008   C4 (3)   200,000 02/04/2003 02/04/2013 Common Stock
200,000
$ 0 (3) 205,333 (2)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAY ROBERT
225 LONG AVE
HILLSIDE, NJ 07205		   X      

Signatures

/s/ ROBERT KAY 08/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On February 7, 2007, the Reporting Person was granted 34,000 Restricted Stock Units as compensation for serving as a director of the Issuer. Each Restricted Stock Unit consists of a right to the issuance of one share of common stock, par value $.002 ("Common Stock"). The Restricted Stock Units are subject to a three-year vesting period.
(2) Represents the amount of securities beneficially owned by the Reporting Person as of the date hereof.
(3) On August 5, 2008, the Reporting Person exercised 200,000 options to purchase common stock of the Issuer. The options were originally granted to the Reporting Person for his service as a director of the Issuer.
(4) On February 7, 2007, the Reporting Person was granted a stock option to purchase 16,000 shares of Common Stock at an exercise price of $6.80 per share as compensation for serving as a director of the Issuer. These stock options are subject to a three-year vesting period, with an initial annual vesting date of December 20, 2007.

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