Sec Form 3 Filing - LEACH JEFFREY R @ INTEGRATED BIOPHARMA INC - 2008-11-05

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 LEACH JEFFREY R 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O INTEGRATED BIOPHARMA, INC., 225 LONG AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2008 (Street) HILLSIDE, NJ07205 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 274,100 ( 1 ) D Restricted Stock Units 6,800 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 6.8 ( 3 ) 02/07/2017 Common Stock 4,800 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEACH JEFFREY R C/O INTEGRATED BIOPHARMA, INC. 225 LONG AVENUE HILLSIDE, NJ07205 X President and CEO Signatures /s/ Jeffrey Leach 11/17/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 250,000 shares of restricted stock that were granted on August 8, 2008 to the Reporting Person with a three-year vesting period with an initial annual vesting date of January 1, 2009. The shares were issued in connection with a Consulting Agreement entered into between the Reporting Person and the Issuer to provide consulting and specialized services to the Issuer in the area of finance, acquisition of product lines, refinancing of existing debt and capital raising under the direction of the Issuer, including for any company in which the Issuer has an ownership interest. ( 2 )On February 7, 2007, the Reporting Person was granted 10,200 Restricted Stock Units as compensation for serving as the Issuer's Vice-President. 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. 3,400 Common Stock shares were issued on the initial vesting date, December 20, 2007 and are included in the amount of securities beneficially owned in the row of Table I reporting common stock. ( 3 )On February 7, 2007, the Reporting Person was granted a Stock Option to purchase 4,800 shares of Common Stock at an exercise price of $6.80 per share as compensation for serving as the Issuer's Vice-President. These stock options are subject to a three-year vesting period, with an initial annual vesting date of December 20, 2007.

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 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).

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