SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Milmoe William H.

(Last)

(First)

(Middle)

3299 N.W. 2ND AVENUE

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/18/2008

3. Issuer Name and Ticker or Trading Symbol
INTEGRATED BIOPHARMA INC [ INBP ]

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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

Explanation of Responses:

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.

	/s/ William H. Milmoe	12/29/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.