8-K

                                  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): August 13, 2004



                           Integrated BioPharma, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                      000-28876               22-2407475
           --------                      ---------               ----------
(State or other jurisdiction of (Commission File Number) (IRS Employer
 incorporation or organization) Identification No.)


           225 Long Avenue
         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 5.       Other Events and Regulation FD Disclosure.

         On August 13, 2004, Integrated  BioPharma, Inc., a Delaware corporation
(the "Company"),  issued a press release  stating  that it knows of no
fundamental  reason for the recent  decline  of its stock  price.  The press
release is attached as an exhibit to this Report.




Item 7.      Financial Statements and Exhibits

(c) Exhibits.

Exhibit No. Description
99.1        Press Release issued by Integrated BioPharma, Inc. on
            August 13, 2004






                                   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.


Date:  August 13, 2004             INTEGRATED BIOPHARMA, INC.


                                  By: /s/ Eric Friedman
                                  Eric Friedman
                                  Vice President and Chief Financial Officer







                                  Exhibit Index

Exhibit No. Description
99.1        Press Release issued by Integrated BioPharma, Inc. on
            August 13, 2004

EX-99

                                                                    Exhibit 99.1

NEWS RELEASE for August 13, 2004

Contact: Michael Mason (investors)          Eric Friedman, CFO
         Allen & Caron Inc                  Integrated BioPharma Inc
         212 691 8087                       973 926 0816
         michaelm@allencaron.com            e.friedman@chemintl.com



                      Statement by Integrated BioPharma Inc


HILLSIDE,  N.J.,  Aug.  13 -  Integrated  BioPharma,  Inc.  (Amex:  INB - News)
said today that it knows of no fundamental reason for the recent decline of its
stock price.

INB Chief Executive Officer E. Gerald Kay stated, "The Company is in a healthy
and secure position, both financially and in terms of our business plan and
prospects. We recently shipped our first order of Paclitaxel API, the basis for
a variety of cancer chemotherapy treatments, from our Paxis Pharmaceuticals
subsidiary; it was produced under GMP (Good Manufacturing Practices) conditions
at our state-of-the-art plant in Boulder, Colorado, the largest such facility in
the country. We have a solid and robust balance sheet, with a recent financing
of $12.5 million, and our base nutraceutical business is generating cash and
profits."

About Integrated BioPharma Inc (INB)

INB serves the pharmaceutical, biotech and nutraceutical industries. Through
several wholly owned subsidiaries, INB develops, manufactures and distributes
more than 130 products worldwide. Its subsidiary, Paxis Pharmaceuticals, Inc.,
develops and operates a state-of-the-art GMP facility for the production and
sale of paclitaxel and related drugs. Through its biotech subsidiary, NuCycle
Therapy, Inc., INB is developing human therapeutics and preventive cancer
compounds in transgenic plants. Further information is available at
http://www.iBioPharma.com.

Statements included in this release may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements involve a number of risks and uncertainties such as competitive
factors, technological development, market demand, and the company's ability to
obtain new contracts and accurately estimate net revenues due to variability in
size, scope and duration of projects, and internal issues in the sponsoring
client. Further information on potential risk factors that could affect the
company's financial results can be found in the company's Reports filed with the
Securities and Exchange Commission.