UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                  -------------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): May 17, 2004
                        --------------------------------


                           INTEGRATED BIOPHARMA, INC.

               (Exact Name of Registrant as Specified in Charter)

        Delaware                      000-28876                 22-2407475
(State or Other Jurisdiction        (Commission                (IRS Employer
      of Incorporation)             File Number)             Identification No.)


                    225 Long Ave., Hillside, New Jersey 07205
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code: (973) 926-0816


                                 NOT APPLICABLE

          (Former Name or Former Address, if Changed Since Last Report)





ITEM 7.  Financial Statements and Exhibits.

(c)      Exhibits

Exhibit Number    Description

99.1     Press   Release of Integrated BioPharma, Inc. dated May 17, 2004
         reporting results for the quarter ended March 31, 2004.

ITEM 9.       Regulation FD Disclosure.

         In accordance with SEC Release No.  33-8216, the following information,
required to be furnished under "Item 12. Results of Operations and Financial
Condition," is furnished under "Item 9. Regulation FD Disclosure".

         On May 17, 2004 the Company issued a press release reporting results
for the quarter ended March 31, 2004, the text of which is attached hereto as
Exhibit 99.1 and incorporated herein in its entirety by reference.

         The statements in this Current Report on Form 8-K, including the
exhibits, contain forward-looking statements and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that forward-looking statements involve risk and
uncertainties which may affect the Registrant's business prospects, including
economic, competitive, governmental, technological and other factors discussed
in filings with the Securities and Exchange Commission.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          INTEGRATED BIOPHARMA, INC.


May 17, 2004                              By: /s/Eric Friedman
                                          Name:    Eric Friedman
                                          Title:   Vice President





                                  EXHIBIT INDEX


Exhibit Number    Description

99.1              Press  Release of Integrated BioPharma, Inc. dated  May  17,
                  2004  reporting results for  the quarter ended March 31, 2004.