FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Milmoe William H. 2. Date of Event Requiring Statement (Month/Day/Year) 12/18/2008 3. Issuer Name and Ticker or Trading Symbol INTEGRATED BIOPHARMA INC [INBP] (Last) (First) (Middle) 3299 N.W. 2ND AVENUE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BOCA RATON, FL 33431 6. Individual or Joint/Group Filing(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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 57,912 (1) D   Restricted Stock Award 29,555 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	  (2)	11/16/2017	Common Stock	38,000 (2)	$ 3.05	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Milmoe William H. 3299 N.W. 2ND AVENUE BOCA RATON, FL 33431	  X	Â	Â	Â

Signatures

/s/ William H. Milmoe		12/29/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 November 16, 2007, the Reporting Person was granted 88,667 Restricted Grant Units as compensation under a third party consultancy agreement. Each Restricted Stock Unit consists of a right to the issuance of one share of common stock, par value $0.002 (Common Stock). The Restricted Stock Units are subject to a three-year vesting period. 29,556 Common Stock shares were issued on the initial vesting date, January 15, 2008 and on September 1, 2008 and are included in the amount of securities beneficially owned in the row of Table I reporting common stock.
(2)	On November 16, 2007, the Reporting Person was granted a Stock Option to purchase 38,000 shares of Common Stock at an exercise price of $3.05 per share as compensation under a third party consultancy agreement. These stock options are subject to a three-year vesting period, with an initial annual vesting date of November 1, 2007.

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