##### 



FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20459

[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

[  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from
  to .

Commission file number 0-20713

|                                                      
|------------------------------------------------------
|ENTREMED, INC.                                        
|(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 58-1959440                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

|                                        
|----------------------------------------
|9640 Medical Center Drive               
|Rockville, Maryland                     
|(Address of principal executive offices)

|          
|----------
|20850     
|(Zip code)

|                                                    
|----------------------------------------------------
|(240) 864-2600                                      
|(Registrants telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES
X      NO

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES
X      NO

As of November 6, 2003, 36,919,141 shares of the Companys common stock, $.01
par value, were outstanding.





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##### 



ENTREMED, INC.

Table of Contents

|                                                                                                                                                                  |  |     
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I. FINANCIAL INFORMATION                                                                                                                                     |  | PAGE
|                                                                                                                                                                 
|Item 1  Financial Statements                                                                                                                                     |  |     
|                                                                                                                                                                 
|Consolidated Balance Sheets
as of September 30, 2003 and December 31, 2002                                                                                        |  | 3   
|                                                                                                                                                                 
|Consolidated Statements of
Operations for the Three Months Ended
September 30, 2003 and 2002, and the Nine Months Ended
September 30, 2003 and September 30, 2002 |  | 4   
|                                                                                                                                                                 
|Consolidated Statements of Cash
Flows for the Nine Months Ended September 30, 2003
and 2002                                                                       |  | 5   
|                                                                                                                                                                 
|Notes to Consolidated Financial
Statements                                                                                                                        |  | 6   
|                                                                                                                                                                 
|Item 2  Managements Discussion and Analysis
of Financial Condition and Results of
Operations                                                                    |  | 9   
|                                                                                                                                                                 
|Item 3  Quantitative and Qualitative Disclosures
About Market Risk                                                                                               |  | 14  
|                                                                                                                                                                 
|Item 4  Disclosure Controls and Procedures                                                                                                                       |  | 15  
|                                                                                                                                                                 
|Part II. OTHER INFORMATION                                                                                                                                        |  |     
|                                                                                                                                                                 
|Item 1  Legal Proceedings                                                                                                                                        |  | 15  
|                                                                                                                                                                 
|Item 2  Changes in Securities                                                                                                                                    |  | 15  
|                                                                                                                                                                 
|Item 3  Defaults upon Senior Securities                                                                                                                          |  | 15  
|                                                                                                                                                                 
|Item 4  Submission of Matters to Vote of
Security Holders                                                                                                        |  | 15  
|                                                                                                                                                                 
|Item 5  Other Information                                                                                                                                        |  | 16  
|                                                                                                                                                                 
|Item 6  Exhibits and Reports on Form 8-K                                                                                                                         |  | 16  
|                                                                                                                                                                 
|SIGNATURES                                                                                                                                                        |  | 17  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains and incorporates by reference certain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. These statements may be identified by forward-looking words
such as may, will, expect, anticipate or similar words. These
forward-looking statements include, among others, statements regarding the
timing of our clinical trials and the expected increases in our expenses.

Our forward-looking statements are based on information available to us today,
and we will not update these statements. Our actual results may differ
significantly from those discussed in our forward-looking statements due to,
among other factors, our history of operating losses and anticipation of future
losses; our ability to satisfy our obligations under existing collaborations
and to enter into new collaborations; uncertainties relating to our
technological approach; uncertainty of our product candidate development; our
need for additional capital and uncertainty of additional funding; our
dependence on collaborators and licensees; intense competition and rapid
technological change in the biopharmaceutical industry; uncertainties relating
to our patent and proprietary rights; uncertainties relating to clinical
trials, government regulation and uncertainties of obtaining regulatory
approval on a timely basis or at all; risks associated with product liability;
and other factors discussed in our other filings with the Securities and
Exchange Commission.

2



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##### 



EntreMed, Inc.
Consolidated Balance Sheets

|                                           |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |              |   |           | 
|------------------------------------------ | ---------------------------------------------------------------------------------------- | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ------------------ | --------- | ----------------- | ------------ | - | --------- | 
|                                           |                                                                                          |        |                                                                                                                                                |              | September 30, 2003 |           | December 31, 2002
|                                           |                                                                                          |        |                                                                                                                                                |              |                    |           |                  
|                                           |                                                                                          |        |                                                                                                                                                |              | (Unaudited)        |           |                   |              |  
|ASSETS                                     |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|Current assets:                            |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|                                           | Cash and cash equivalents                                                                |        | $                                                                                                                                              | 18,686,195   |                    |           | $                 | 24,067,045   |  
|                                           | Short term investment                                                                    |        |                                                                                                                                                | 2,025,662    |                    |           |                   |             |  
|                                           | Accounts receivable                                                                      |        |                                                                                                                                                | 147,991      |                    |           |                   | 309,292      |  
|                                           | Interest receivable                                                                      |        |                                                                                                                                                | 30,436       |                    |           |                   | 95           |  
|                                           | Prepaid expenses and other                                                               |        |                                                                                                                                                | 385,355      |                    |           |                   | 272,425      |  
|                                           |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|Total current assets                       |                                                                                          |        | 21,275,639                                                                                                                                     |              |                    |           | 24,648,857        |             
|Furniture and equipment, net               |                                                                                          |        | 1,815,575                                                                                                                                      |              |                    |           | 3,152,072         |             
|Other assets                               |                                                                                          |        | 1,457                                                                                                                                          |              |                    |           | 9,283             |             
|                                           |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|Total assets                               |                                                                                          | $      | 23,092,671                                                                                                                                     |              |                    | $         | 27,810,212        |             
|                                           |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|LIABILITIES AND STOCKHOLDERS EQUITY       |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|Current liabilities:                       |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|                                           | Accounts payable                                                                         |        | $                                                                                                                                              | 2,145,257    |                    |           | $                 | 10,065,163   |  
|                                           | Accrued liabilities                                                                      |        |                                                                                                                                                | 536,439      |                    |           |                   | 1,891,931    |  
|                                           | Current portion of deferred revenue                                                      |        |                                                                                                                                                | 115,496      |                    |           |                   | 110,809      |  
|                                           | Current portion of notes payable                                                         |        |                                                                                                                                                | 26,419       |                    |           |                   | 4,864,952    |  
|                                           |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|Total current liabilities                  |                                                                                          |        | 2,823,611                                                                                                                                      |              |                    |           | 16,932,855        |             
|Deferred revenue, less current portion     |                                                                                          |        | 309,866                                                                                                                                        |              |                    |           | 286,488           |             
|Other long term liabilities                |                                                                                          |        |                                                                                                                                               |              |                    |           | 80,000            |             
|Minority interest                          |                                                                                          |        | 17,145                                                                                                                                         |              |                    |           | 17,223            |             
|Stockholders equity:                      |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|                                           | Convertible preferred stock, $1.00 par and $1.50 liquidation                             |        |                                                                                                                                                |              |                    |           |                   |              |  
|                                           |                                                                                          | Value: |                                                                                                                                                |              |                    |           |                   |              |   |          
|                                           |                                                                                          |        | 5,000,000 shares authorized, 3,350,000 issued and
outstanding at September 30, 2003 and December 31, 2002, respectively                        |              |                    | 3,350,000 |                   |              |   | 3,350,000 | 
|                                           | Common stock, $.01 par value:                                                            |        |                                                                                                                                                |              |                    |           |                   |              |  
|                                           |                                                                                          |        | 90,000,000 shares authorized, 32,543,140 and
24,145,700 shares issued and outstanding at September 30, 2003
and December 31 2002, respectively |              |                    | 325,431   |                   |              |   | 241,457   | 
|                                           | Additional paid-in capital                                                               |        |                                                                                                                                                | 251,166,089  |                    |           |                   | 228,316,897  |  
|                                           | Treasury stock, at cost: 874,999 shares held at September 30, 2003
and December 31, 2002 |        |                                                                                                                                                | (8,034,244   | )                  |           |                   | (8,034,244   | )
|                                           | Deferred stock compensation                                                              |        |                                                                                                                                                |             |                    |           |                   | (61,846      | )
|                                           | Accumulated deficit                                                                      |        |                                                                                                                                                | (226,865,227 | )                  |           |                   | (213,318,618 | )
|                                           |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|Total stockholders equity                 |                                                                                          |        | 19,942,049                                                                                                                                     |              |                    |           | 10,493,646        |             
|                                           |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             
|Total liabilities and stockholders equity |                                                                                          | $      | 23,092,671                                                                                                                                     |              |                    | $         | 27,810,212        |             
|                                           |                                                                                          |        |                                                                                                                                                |              |                    |           |                   |             

The accompanying notes are an integral part of the consolidated financial
statements.

3



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##### 



EntreMed, Inc.
Consolidated Statements of Operations
(Unaudited)

|                                                                  |                                        |   |                    |           |                   |   |               |           |               |   |             |           |  |   |             |            | 
|----------------------------------------------------------------- | -------------------------------------- | - | ------------------ | --------- | ----------------- | - | ------------- | --------- | ------------- | - | ----------- | --------- |  | - | ----------- | ---------- | 
|                                                                  |                                        |   | Three Months Ended |           | Nine Months Ended
|                                                                  |                                        |   |                    |           |                  
|                                                                  |                                        |   | September 30,      |           | September 30,     |   | September 30, |           | September 30,
|                                                                  |                                        |   | 2003               |           | 2002              |   | 2003          |           | 2002         
|                                                                  |                                        |   |                    |           |                   |   |               |           |              
|Revenues:                                                         |                                        |   |                    |           |                   |   |               |           |               |   |             |           |  |   |             |           
|                                                                  | Collaborative research and development |   | $                  | 216,536   |                   |   | $             | 319,058   |               |   | $           | 634,536   |  |   | $           | 551,508    | 
|                                                                  | Licensing                              |   |                    | 23,874    |                   |   |               | 23,874    |               |   |             | 71,622    |  |   |             | 71,622     | 
|                                                                  | Grants                                 |   |                    |          |                   |   |               |          |               |   |             | 300,000   |  |   |             | 34,830     | 
|                                                                  | Royalties                              |   |                    |          |                   |   |               |          |               |   |             | 1,727     |  |   |             | 1,793      | 
|                                                                  | Other                                  |   |                    | 18,068    |                   |   |               | 2,637     |               |   |             | 50,128    |  |   |             | 54,916     | 
|                                                                  |                                        |   |                    |           |                   |   |               |           |               |   |             |           |  |   |             |           
|                                                                  |                                        |   | 258,478            |           |                   |   | 345,569       |           |               |   | 1,058,013   |           |  |   | 714,669     |           
|Costs and expenses:                                               |                                        |   |                    |           |                   |   |               |           |               |   |             |           |  |   |             |           
|                                                                  | Research and development               |   |                    | 3,151,002 |                   |   |               | 8,870,922 |               |   |             | 9,700,523 |  |   |             | 27,041,496 | 
|                                                                  | General and administrative             |   |                    | 1,748,055 |                   |   |               | 3,170,141 |               |   |             | 5,049,776 |  |   |             | 11,199,493 | 
|                                                                  |                                        |   |                    |           |                   |   |               |           |               |   |             |           |  |   |             |           
|                                                                  |                                        |   | 4,899,057          |           |                   |   | 12,041,063    |           |               |   | 14,750,299  |           |  |   | 38,240,989  |           
|Interest expense                                                  |                                        |   |                   |           |                   |   | (97,760       | )         |               |   |            |           |  |   | (296,254    | )         
|Investment income                                                 |                                        |   | 43,485             |           |                   |   | 41,624        |           |               |   | 145,677     |           |  |   | 305,336     |           
|                                                                  |                                        |   |                    |           |                   |   |               |           |               |   |             |           |  |   |             |           
|Net Loss                                                          |                                        |   | (4,597,094         | )         |                   |   | (11,751,630   | )         |               |   | (13,546,609 | )         |  |   | (37,517,238 | )         
|Dividends on Series A convertible preferred stock                 |                                        |   | (251,250           | )         |                   |   |              |           |               |   | (753,750    | )         |  |   |            |           
|Net loss attributable to common shareholders                      |                                        | $ | (4,848,344         | )         |                   | $ | (11,751,630   | )         |               | $ | (14,300,359 | )         |  | $ | (37,517,238 | )         
|                                                                  |                                        |   |                    |           |                   |   |               |           |               |   |             |           |  |   |             |           
|Net loss per share (basic and diluted)                            |                                        | $ | (0.15              | )         |                   | $ | (0.54         | )         |               | $ | (0.51       | )         |  | $ | (1.72       | )         
|                                                                  |                                        |   |                    |           |                   |   |               |           |               |   |             |           |  |   |             |           
|Weighted average number of shares
outstanding
(basic and diluted) |                                        |   | 31,650,627         |           |                   |   | 21,922,860    |           |               |   | 28,240,013  |           |  |   | 21,874,803  |           
|                                                                  |                                        |   |                    |           |                   |   |               |           |               |   |             |           |  |   |             |           

See accompanying notes.

The accompanying notes are an integral part of the consolidated financial
statements.

4



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##### 



EntreMed, Inc.
Consolidated Statements of Cash Flows
(Unaudited)

|                                                                            |                                              |                            |             |                         |            |      |             |           |            |  
|--------------------------------------------------------------------------- | -------------------------------------------- | -------------------------- | ----------- | ----------------------- | ---------- | ---- | ----------- | --------- | ---------- | -
|                                                                            |                                              |                            |             | NINE MONTH PERIOD ENDED
|                                                                            |                                              |                            |             | SEPTEMBER 30,          
|                                                                            |                                              |                            |             |                        
|                                                                            |                                              |                            |             | 2003                    |            | 2002
|                                                                            |                                              |                            |             |                         |            |     
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |                                              |                            |             |                         |            |      |             |          
|Net loss                                                                    |                                              | $                          | (13,546,609 | )                       |            | $    | (37,517,238 | )        
|Adjustments to reconcile net loss to net cash used by operating
activities: |                                              |                            |             |                         |            |      |             |          
|                                                                            | Depreciation and amortization                |                            |             | 1,064,523               |            |      |             | 1,125,048 |           
|                                                                            | Recognition of non-cash stock compensation   |                            |             | 33,000                  |            |      |             | 44,336    |           
|                                                                            | Loss on sale of equipment                    |                            |             | 9,679                   |            |      |             |          |           
|                                                                            | Non-cash interest expenses                   |                            |             |                        |            |      |             | 243,411   |           
|                                                                            | Common stock repurchase liability            |                            |             |                        |            |      |             | 1,995,007 |           
|                                                                            | Minority interest                            |                            |             | (79                     | )          |      |             | (215      | )         
|                                                                            | Changes in operating assets and liabilities: |                            |             |                         |            |      |             |           |           
|                                                                            |                                              | Accounts receivable        |             |                         | 107,295    |      |             |           | (157,684   | )
|                                                                            |                                              | Interest receivable        |             |                         | (30,341    | )    |             |           | 50,946     |  
|                                                                            |                                              | Prepaid expenses and other |             |                         | (105,104   | )    |             |           | 28,397     |  
|                                                                            |                                              | Accounts payable           |             |                         | (7,451,626 | )    |             |           | (7,519,184 | )
|                                                                            |                                              | Accrued liabilities        |             |                         | (1,289,984 | )    |             |           | (1,020,110 | )
|                                                                            |                                              | Contingent grant           |             |                         |           |      |             |           | 80,000     |  
|                                                                            |                                              | Deferred revenue           |             |                         | 43,378     |      |             |           | 405,858    |  
|                                                                            |                                              |                            |             |                         |            |      |             |          
|Net cash used in operating activities                                       |                                              |                            | (21,165,868 | )                       |            |      | (42,241,428 | )        
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |                                              |                            |             |                         |            |      |             |          
|Purchases of short term financial instruments                               |                                              |                            | (2,025,662  | )                       |            |      |            |          
|Reduction in ownership of MaxCytes Cash                                    |                                              |                            | (418,108    | )                       |            |      |            |          
|Purchases of furniture and equipment                                        |                                              |                            | (26,525     | )                       |            |      | (415,510    | )        
|                                                                            |                                              |                            |             |                         |            |      |             |          
|Net cash provided by (used in) investing activities                         |                                              |                            | (2,470,295  | )                       |            |      | (415,510    | )        
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |                                              |                            |             |                         |            |      |             |          
|Net proceeds from sale of common stock                                      |                                              |                            | 18,320,737  |                         |            |      | 4,878,777   |          
|Proceeds from sale of warrants                                              |                                              |                            |            |                         |            |      | 322,520     |          
|Payment of principle on note payable                                        |                                              |                            | (65,424     | )                       |            |      | (815,952    | )        
|Proceeds from issuance of long-term debt                                    |                                              |                            |            |                         |            |      | 1,678,738   |          
|                                                                            |                                              |                            |             |                         |            |      |             |          
|Net cash provided by financing activities                                   |                                              |                            | 18,255,313  |                         |            |      | 6,064,083   |          
|Net increase (decrease) in cash and cash equivalents                        |                                              |                            | (5,380,850  | )                       |            |      | (36,592,855 | )        
|Cash and cash equivalents at beginning of year                              |                                              |                            | 24,067,045  |                         |            |      | 41,386,300  |          
|                                                                            |                                              |                            |             |                         |            |      |             |          
|Cash and cash equivalents at end of year                                    |                                              | $                          | 18,686,195  |                         |            | $    | 4,793,445   |          
|                                                                            |                                              |                            |             |                         |            |      |             |          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                            |                                              |                            |             |                         |            |      |             |          
|Interest paid                                                               |                                              | $                          |            |                         |            | $    | 52,844      |          
|                                                                            |                                              |                            |             |                         |            |      |             |          

The accompanying notes are an integral part of the unconsolidated financial
statements.

5



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##### 



ENTREMED, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003 (unaudited)

1.     BASIS OF PRESENTATION

Our accompanying 2003 unaudited consolidated financial information
includes the accounts of our 85% owned subsidiary, Cytokine Sciences, Inc.
versus the 2002 information which reflects both Cytokine and our previously
consolidated subsidiary MaxCyte, Inc. MaxCyte was formed in July 1998 as a
wholly owned subsidiary and on April 1, 2000 was capitalized with $40,000 in
cash including $1,000 from a MaxCyte officer. All intercompany balances and
transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and in accordance with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, such consolidated
financial statements do not include all of the information and disclosures
required by generally accepted accounting principles for complete financial
statements. In the opinion of our management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine-month period ended September 30,
2003 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2003. For further information, refer to our audited
consolidated financial statements and footnotes thereto included in our Form
10-K for the year ended December 31, 2002.

2.     Recent Accounting Pronouncement

In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, Consolidation of Variable Interest Entities(FIN 46).
FIN 46 clarifies the application of Accounting Research Bulletin No. 51,
Consolidated Financial Statements, to certain entities in which equity
investors do not have the characteristics of a controlling financial interest
or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other
parties. FIN 46 applies immediately to variable interest entities created after
January 31, 2003. At the October 8, 2003, FASB meeting, the Board agreed to
defer the effective date of FIN 46 for variable interests held by public
companies in all entities that were acquired prior to February 1, 2003. The
deferral will require that public companies adopt the provisions of the
Interpretation at the end of periods ending after December 15, 2003 (that is,
December 31, 2003 for a calendar year end company). We do not believe the
effects of adopting FIN 46 will be material.

3.     Change in Basis of MaxCyte

The Board of Directors of both EntreMed and MaxCyte adopted a plan to
recapitalize MaxCyte. As a result of the recapitalization, the Company no
longer controls and no longer consolidates MaxCyte effective the first quarter
of 2003; EntreMed now owns 45% of MaxCyte. The investment in MaxCyte is
accounted for using the equity method. The reduction of EntreMeds ownership
in MaxCyte resulted in a change in EntreMeds basis in MaxCyte. The change
from fully

6



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##### 



consolidating MaxCyte to reflecting the investment in MaxCyte on the
equity method resulted in a $4.6 million credit to additional paid-in capital.

4.     Short-term investments

Short-term investments consist of corporate debt securities, all of which
mature within one year. We classify these investments as available for sale.
Such securities are stated at market value. The unrealized gains and losses are
nominal as of September 30, 2003. Realized gains and losses and declines in
value judged to be other than temporary on securities available for sale, if
any, are included in operations. The cost of securities sold is calculated
using the specific identification method. As of September 30, 2003, the cost
of the investment was $2,025,662. Realized gains have been insignificant.

5.     Stock-Based Compensation

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure
(SFAS 148), the effect on net loss and net loss per share if the Company had
applied the fair value recognition provisions of SFAS No. 123, Accounting for
Stock-Based Compensation(SFAS No. 123) to stock-based employee compensation
is as follows:

|                                                                                                                                            |  |                                  |            |                                 |  |      |             |      |  |   |             |   |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ---------- | ------------------------------- |  | ---- | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                                                                                                            |  | Three months ended September 30, |            | Nine months ended September 30,
|                                                                                                                                            |  |                                  |            |                                
|                                                                                                                                            |  | 2003                             |            | 2002                            |  | 2003 |             | 2002
|                                                                                                                                            |  |                                  |            |                                 |  |      |             |     
|Net income (loss), as reported                                                                                                              |  | $                                | (4,597,094 | )                               |  | $    | (11,751,630 | )    |  | $ | (13,546,609 | ) |  | $ | (37,517,238 | )
|Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effects |  |                                  | (2,392,117 | )                               |  |      | (3,522,215  | )    |  |   | (7,176,352  | ) |  |   | (10,566,645 | )
|                                                                                                                                            |  |                                  |            |                                 |  |      |             |      |  |   |             |   |  |   |             |  
|Pro forma net (loss)                                                                                                                        |  |                                  | (6,989,211 | )                               |  |      | (15,273,845 | )    |  |   | (20,722,961 | ) |  |   | (48,083,883 | )
|Dividend on Series A convertible preferred stock                                                                                            |  |                                  | (251,250   | )                               |  |      |            |      |  |   | (753,750    | ) |  |   |            |  
|                                                                                                                                            |  |                                  |            |                                 |  |      |             |      |  |   |             |   |  |   |             |  
|Pro forma net (loss) attributable to
common shareholders                                                                                    |  | $                                | (7,240,461 | )                               |  | $    | (15,273,845 | )    |  | $ | (21,476,711 | ) |  | $ | (48,083,883 | )
|Net income (loss) per share:                                                                                                                |  |                                  |            |                                 |  |      |             |      |  |   |             |   |  |   |             |  
|Basic and diluted  as reported                                                                                                             |  | $                                | (0.15      | )                               |  | $    | (0.54       | )    |  | $ | (0.51       | ) |  | $ | (1.72       | )
|Basic and diluted  pro forma                                                                                                               |  | $                                | (0.23      | )                               |  | $    | (0.70       | )    |  | $ | (0.76       | ) |  | $ | (2.20       | )

The effect of applying SFAS No. 123 on the three and nine month periods
ended September 30, 2003 and 2002 pro forma net loss and net loss per share as
stated above is not necessarily representative of the effects on reported net
loss for future years, due to, among other things, (1) the vesting period of
the stock options and (2) the fair value of additional stock options in future
years.

7



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##### 



6.     Shareholders Equity Changes

On April 28, 2003, we completed the sale of 4.1 million shares of common
stock to institutional investors for $10.25 million in gross proceeds. In
connection with the sale, we issued warrants to purchase an additional 1.025
million shares at an exercise price of $3.375 per share. The shares were
offered through a prospectus supplement to our effective shelf registration
statement.

On May 20, 2003, we completed the sale of 3.0 million shares of common
stock to institutional investors for $9.0 million in gross proceeds. The shares
and warrants were offered through a prospectus supplement to our effective
shelf registration statement.

The Company incurred offering costs of approximately $2.2 million and
issued warrants to purchase 71,000 shares of common stock to the placement
agent.

7.     Subsequent event

On November 3, 2003, we completed the sale of 5.25 million shares of
common stock to institutional investors for approximately $22.3 million in
gross proceeds. In connection with the sale, we issued warrants to purchase an
additional 787,500 shares at an exercise price of $5.00 per share. The Security
Purchase Agreement requires that the shares and warrants be registered for
resale to be filed within 30 days of the transaction date.

8



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ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

OVERVIEW

Since our inception in September 1991, we have devoted substantially all
of our efforts and resources to sponsoring and conducting research and
development on our own behalf and through collaborations. Through September 30,
2003, all of our revenues have been generated from license fees, research and
development funding, royalty payments, the sale of royalty rights, the sale of
our interest in a licensing agreement and certain research grants. We have not
generated any revenue from direct product sales. We anticipate our primary
revenue sources for the next few years to include research grants and
collaboration payments under current or future arrangements. The timing and
amounts of such revenues, if any, will likely fluctuate and depend upon the
achievement of specified research and development milestones. Results of
operations for any period may be unrelated to the results of operations for any
other period.

CRITICAL ACCOUNTING POLICIES AND THE USE OF ESTIMATES

The preparation of our financial statements in conformity with accounting
principles generally accepted in the U.S. requires management to make estimates
and assumptions that affect the amounts reported in our financial statements
and accompanying notes. Actual results could differ materially from those
estimates. The items in our financial statements requiring significant
estimates and judgments are as follows:



| |  |  | Grant Revenue  The Company has received government grants for the
development of potential malaria vaccines. We have also received a
government grant to support financially our Phase II Endostatin clinical
trial in patients with neuroendocrine tumors. Grants are funded in
specific amounts based on funding requests submitted to the grantor.
Grant revenues are recognized and realized at the time that research and
development activities are performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Research and development expenses consist primarily of compensation
and other expenses related to research and development personnel,
research collaborations, costs associated with pre-clinical testing and
clinical trials of our product candidates, including the costs of
manufacturing the product candidates, and facilities expenses. Research
and development costs are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | We have stock option plans under which options to purchase shares of
our common stock may be granted to employees, consultants and directors
at a price no less than the fair market value on the date of grant. We
account for our stock-based compensation in accordance with the
provisions of APB No. 25, Accounting for Stock Issued to Employees(APB
No. 25). Under APB No. 25, compensation expense is based on the
difference, if any, on the date of the grant between the fair value of
the Companys stock and the exercise price of the option and is
recognized ratably over the vesting period of the option. But, because
our options must be granted at fair market value, we recognize no
compensation expense in accordance with APB No. 25. If we were to adopt
SFAS No. 123, Accounting for Stock-Based Compensation(SFAS No. 123),
we would recognize compensation expense based upon the fair value at the
grant date for awards under the plans using the fair value method. We
account for equity instruments issued to nonemployees in accordance with
SFAS No. 123

9



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| |  |  | and EITF 96-18, Accounting for Equity Instruments that are
issued to other than employees for acquiring, or in conjunction with
selling goods or services.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

RESULTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2002 and September 30, 2003.

Revenues. Revenues decreased in the three month period ending September
30, 2003 to approximately $258,000 from $346,000 in the comparable 2002 period.
The decrease results from reduced collaborative research and development
revenues of $217,000 in the third quarter 2003 versus collaborative research
and development revenues of $319,000 in the comparable 2002 period. We have
completed our contractual obligations resulting from our NIH subcontract, and
the revenues reflected in this reporting period represent the final contract
revenues. For the nine month period ending September 30, 2003, revenues
increased 48% to approximately $1,058,000 from $715,000 for the 2002 nine month
period. The increase results primarily from a grant received to support our
Endostatin Phase II clinical trial in patients with neuroendocrine tumors and
contract revenues resulting from performance as a subcontractor under an NIH
sponsored Malaria Vaccine program.

Research and Development Expenses. From inception through September 30,
2003 we have incurred research and development expenses of approximately
$224,252,000. Included in this amount are the expenses related to our three
clinical product candidates, Panzem®, Endostatin and Angiostatin. At September
30, 2003 the accumulated direct project expenses for each of these development
projects are $21,548,000, $70,974,000 and $35,254,000 respectively. Direct
project expenses for Panzem® of $3,734,000, Endostatin of $782,000 and
Angiostatin of $578,000 are reflected in our 2003 R&D expenses for the nine
month period ending September 30, 2003 of $9,701,000. Research and Development
expenses for the comparable 2002 period were $27,041,000. The decrease reflects
the refocus and elimination of some research and development programs and the
associated shift in emphasis from the protein product candidates towards our
small molecule programs including Panzem®. Direct project costs for Panzem®,
Endostatin and Angiostatin were $2,772,000, $8,011,000 and $4,297,000
respectively for the nine month period ending September 30, 2002. In addition
to the accumulated expenses attributable to our three clinical product
candidates, we had sponsored several research programs at Childrens Hospital,
Boston in an aggregate of $18,050,000 and we had recorded approximately
$5,931,000 in research and development costs incurred by our previously
consolidated subsidiary MaxCyte. Reflected in our research and development
expenses are sponsored research payments to Childrens Hospital of $1,000,000
in the period ended September 30, 2002. We have not made any sponsored
research payments to Childrens Hospital in the nine month period ending
September 30, 2003. However, we have agreed to provide limited financial
support to Childrens Hospital under a new sponsored research agreement focused
on Panzem® and certain analog structures. MaxCytes research and development
costs for the nine month period ending September 30, 2002 were $1,581,000. The
balance of our accumulated research and development expenses are attributable
to discovery research and preclinical development of additional product
candidates and costs associated with the management of research and development
operations and facilities.

The amounts of expenditures that will be necessary to execute our business
plan are subject to numerous uncertainties, which may adversely affect our
liquidity and capital resources. As of September 30, 2003, three of our
proprietary product candidates, Panzem®, Endostatin and Angiostatin, were in
the Phase II stage of clinical trials. Completion of clinical trials may take

10



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several years or more, but the length of time generally varies substantially
according to the type, complexity, novelty and intended use of a product
candidate.

We estimate that clinical trials of the type we generally conduct are
typically completed over the following timelines:

|               |  |            |  | 
|-------------- |  | ---------- |  | 
|               |  | ESTIMATED 
|               |  | COMPLETION
|CLINICAL PHASE |  | PERIOD    
|               |  |           
|Phase I        |  | 1 Year    
|Phase II       |  | 1-2 Years 
|Phase III      |  | 2-4 Years 

The duration and the cost of clinical trials may vary significantly over
the life of a project as a result of differences arising during the clinical
trial protocol, including, among others, the following:



| |  |  | the number of patients that ultimately participate in the trial;                
| | - |  | --------------------------------------------------------------------------------
|
| |  |  | the duration of patient follow-up that seems appropriate in view
of the results;
|
| |  |  | the number of clinical sites included in the trials; and                        
|
| |  |  | the length of time required to enroll suitable patient subjects.                

We test our potential product candidates in numerous pre-clinical studies
to identify indications for which they may be product candidates. We may
conduct multiple clinical trials to cover a variety of indications for each
product candidate. As we obtain results from trials, we may elect to
discontinue clinical trials for certain product candidates or for certain
indications in order to focus our resources on more promising product
candidates or indications.

An important element of our business strategy is to pursue the research
and development of a range of product candidates for a variety of oncology and
non-oncology indications. This allows us to diversify the risks associated with
our research and development expenditures. As a result, we believe our future
capital requirements and our future financial success are not substantially
dependent on any one product candidate. To the extent we are unable to maintain
a broad range of product candidates, our dependence on the success of one or a
few product candidates would increase.

Our proprietary product candidates also have not yet achieved FDA
regulatory approval, which is required before we can market them as therapeutic
products. In order to proceed to subsequent clinical trial stages and to
ultimately achieve regulatory approval, the FDA must conclude that our clinical
data establish safety and efficacy. Historically, the results from pre-clinical
testing and early clinical trials have often not been predictive of results
obtained in later clinical trials. A number of new drugs and biologics have
shown promising results in clinical trials, but subsequently failed to
establish sufficient safety and efficacy data to obtain necessary regulatory
approvals.

Furthermore, our business strategy includes the option of entering into
collaborative arrangements with third parties to complete the development and
commercialization of our products. In the event that third parties take over
the clinical trial process for one of our product candidates,

11



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the estimated
completion date would largely be under the control of that third party rather
than us. We cannot forecast with any degree of certainty which proprietary
products or indications, if any, will be subject to future collaborative
arrangements, in whole or in part, and how such arrangements would affect our
capital requirements.

As a result of the uncertainties discussed above, among others, we are
unable to estimate the duration and completion costs of our research and
development projects. Our inability to complete our research and development
projects in a timely manner or our failure to enter into collaborative
agreements, when appropriate, could significantly increase our capital
requirements and could adversely impact our liquidity. These uncertainties
could force us to seek additional, external sources of financing from time to
time in order to continue with our business strategy. Our inability to raise
additional capital, or to do so on terms reasonably acceptable to us, would
jeopardize the future success of our business.

Research and development expenses consist primarily of compensation and
other expenses related to research and development personnel, research
collaborations, costs associated with pre-clinical testing and clinical trials
of our product candidates, including the costs of manufacturing the product
candidates, patent costs and facilities expenses. Research and development
expenses for the three month periods ending September 30 decreased to
$3,151,000 in 2003 from $8,871,000 for the comparable period in 2002. Research
and development expenses for the nine month periods ending September 30
decreased to $9,701,000 in 2003 from the 2002 amount of $27,041,000. The
decrease in overall research and development costs reflects the shift in
emphasis from the protein product candidates towards our small molecule
programs including Panzem®. Components of the decrease are broad based
including the elimination of some programs and are associated with the
following:



| |  |  | Personnel Costs Personnel costs decreased to $654,000 for the three
month period ended September 30, 2003 from $2,466,000 in 2002. For the
nine month period ended September 30, 2003 personnel costs decreased to
$2,199,000 from $6,506,000 for the 2002 nine month period. These
decreases reflect the approximately 60% reduction in staffing levels in
2003 from 2002. The decrease results from the refocus and elimination of
some research and development programs and the associated staff
reductions.                                                                                                                                                                                                                                                                                                                                                          
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Collaborative Research Agreements We made payments to our
collaborators of $153,000 during the first nine months of 2003. This
amount represents a significant decrease from the 2002 amount of
$3,272,000 and reflects the shift in focus to in-house efforts while
reassessing our collaborative strategy. Sponsored research payments to
academic collaborators include payments to Childrens Hospital, Boston
of $1,000,000 in 2002. We have not made any payments to Childrens
Hospital in 2003.                                                                                                                                                                                                                                                                                                                                                                   
|
| |  |  | Clinical Trial CostsClinical costs decreased to $278,000 in the
three months ending September 30, 2003 from $698,000 in the period
ending September 30, 2002. Clinical costs for the nine month period
ending September 30, 2003 decreased to $1,017,000 from $2,205,000 for
the comparable 2002 period. The decreases reflect less clinical activity
as a result of our decision to focus on small molecule candidates led
by Panzem®, while we maintain the open trials for Endostatin and
Angiostatin. Costs of such trials include the clinical investigator
site fees, monitoring costs and data management costs. Contracted
regulatory support costs decreased in 2003 to $62,000 from $687,000 in
2002. In addition, we contribute clinical trial product material under
our CRADA with the NCI who is conducting trials collaboratively with
EntreMed on Panzem®.

12



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| |  |  | Contract Manufacturing Costs The costs of manufacturing the
material used in clinical trials for our product candidates is reflected
in contract manufacturing. These costs include bulk manufacturing,
storage, encapsulation and fill finish services and product release
costs. Contract manufacturing costs for the three months ending
September 30 decreased to $187,000 in 2003 from $3,297,000 in 2002. For
the nine month period ending September 30, 2003 manufacturing costs
decreased to $1,453,000 from $6,506,000 for the comparable 2002 period.
The decrease reflects the lack of protein manufacturing in 2003 and the
attendant cost savings when compared to the Companys decision to
stockpile clinical protein material in 2001 and 2002. The majority of
the 2003 costs reflect the purchase of bulk Panzem® under existing
commitments to support ongoing and future clinical trials and our
current reformulation efforts. Other 2003 costs result primarily from
Panzem® encapsulation and bulk protein storage costs. The nature and
timing of our manufacturing efforts will likely result in fluctuations
in manufacturing costs in future reporting periods.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

General and administrative expenses for the three month period ending
September 30, decreased from $3,170,000 in 2002 to $1,748,000 in 2003. For the
nine month period 2003 expenses decreased to $5,049,000 from $11,199,000 in the
comparable 2002 period. The 2003 period decrease reflects our reduced head
count and significantly lower legal expenses as a result of the settlement of
the Abbott and BMT litigations in 2002. In the 2002 nine month period we also
recorded costs of $1,995,000 associated with our Bristol Myers-Squibb stock
repurchase obligation.

Interest expense. In December 2002 we made the final payment on a
promissory note secured by the majority of our equipment, and therefore, we did
not record any interest expense during the three and nine month periods ending
September 30, 2003. For the three and nine month periods ending September 30,
2002 interest expense totaled approximately $98,000 and $296,000, respectively.
The majority of these amounts reflect the accrual of interest relating to
MaxCytes issuance of convertible promissory notes in 2001 and 2002.

Investment income. Investment income decreased by 52% in 2003 to $145,000
from $305,000 as a result of continued low investment yields versus the
comparable period in 2002.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have been engaged primarily in research and development
activities. As a result we have incurred and expect to continue to incur
operating losses for 2003 and the foreseeable future before we commercialize
any products. In addition, under the terms of certain licensing agreements, we
must be diligent in bringing potential products to market and may be required
to make future milestone payments of up to $2,685,000. If we fail to comply
with the milestones or fail to make any required milestone payment, we could
face the termination of the relevant license agreement.

At September 30, 2003, we had cash and short-term investments of
approximately $20,712,000 with working capital of approximately $18,551,000.
In addition, we received gross proceeds of approximately $22.3 million from the
sale of common stock and warrants on November 3, 2003. Based on our current
operating plans, expenditures on development activities are expected to be
approximately $18,000,000, net of operating revenues, in 2003, including
restructuring charges of approximately $1,000,000 relating to other
organizational changes as we complete our transition to small molecule
programs.

13



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To accomplish our business plans, we will be required to continue to
conduct substantial development activities for all of our proposed products.
Based on our assessment of our current capital resources and the actions
discussed below, and in the absence of additional financing, we believe that we
will have adequate resources to fund operations well into 2005. Our estimate
may change, however, based on our decisions with respect to future clinical
trials related to Panzem®, developments in our business including the
acquisition of additional intellectual property and other investments in new or
complimentary technology and our success in executing our current business
plan.

We intend to continue to pursue strategic relationships to provide
resources for the further development of our product candidates. There can be
no assurance, however, that these discussions will result in relationships or
additional funding. In addition, we may continue to seek capital through the
public or private sale of securities, if market conditions are favorable for
doing so.If we are successful in raising additional funds through the
issuance of equity securities, stockholders likely will experience substantial
dilution, or the equity securities may have rights, preferences or privileges
senior to those of the holders of our common stock. If we raise funds through
the issuance of debt securities, those securities would have rights,
preferences and privileges senior to those of our common stock.

The table below sets forth our contractual obligations at September 30, 2003.

|                                 |  |       |           |             |  |        |           |       |  |                        |           |       |  |  |           |  |  |  |         | 
|-------------------------------- |  | ----- | --------- | ----------- |  | ------ | --------- | ----- |  | ---------------------- | --------- | ----- |  |  | --------- |  |  |  | ------- | 
|                                
|CONTRACTUAL OBLIGATIONS          |  |       |           |             |  |        |           |       |  | PAYMENTS DUE BY PERIOD |           |       |  | 
|                                
|                                 |  | Total |           | Next twelve |  | 1-3    |           | 4 - 5 |  | After 5               
|                                 |  |       |           |             |  | months |           | years |  | years                  |           | years
|Debt                             |  | $     | 26,000    |             |  |        | 26,000    |       |  |                        |           |       |  |  |           |  |  |  |         | 
|Operating Leases                 |  |       | 5,267,000 |             |  |        | 943,000   |       |  |                        | 1,892,000 |       |  |  | 1,984,000 |  |  |  | 448,000 | 
|Clinical Trial Contracts         |  |       | 724,000   |             |  |        | 724,000   |       |  |                        |           |       |  |  |           |  |  |  |         | 
|Collaborative Research Contracts |  |       | 650,000   |             |  |        | 350,000   |       |  |                        | 300,000   |       |  |  |           |  |  |  |         | 
|Outside Service Contracts        |  |       | 200,000   |             |  |        | 200,000   |       |  |                        |           |       |  |  |           |  |  |  |         | 
|Contract Manufacturing           |  |       | 1,490,000 |             |  |        | 1,490,000 |       |  |                        |           |       |  |  |           |  |  |  |         | 
|Total Contractual Obligations    |  | $     | 8,357,000 |             |  |        | 3,733,000 |       |  |                        | 2,192,000 |       |  |  | 1,984,000 |  |  |  | 448,000 | 

The $1.49 million Contract Manufacturing obligation set forth above
reflects a manufacturing agreement entered into in 2002. We expect delivery of
the materials for which the obligation is owed during the 4th quarter. We have
no other outstanding purchase obligations.

INFLATION AND INTEREST RATE CHANGES

Management does not believe that our working capital needs are sensitive
to inflation and changes in interest rates.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of our investment activities is to preserve our
capital until it is required to fund operations while at the same time
maximizing the income we receive from our investments without incurring
investment market volatility risk. Our investment income is sensitive to the

14



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general level of U.S. interest rates. In this regard, changes in the U.S.
interest rates affect the interest earned on our cash and cash equivalents.
Due to the short term nature of our cash and cash equivalent holdings, a 10%
movement in market interest rates would not materially impact the total fair
market value of our portfolio as of September 30, 2003.

ITEM 4.  DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Companys
President and Chief Operating Officer, and Chief Financial Officer (its
principal executive officer and principal financial officer), management has
evaluated the effectiveness of the design and operation of the Companys
disclosure controls and procedures. Based on that evaluation, the President
and Chief Operating Officer, and Chief Financial Officer, and Corporate
Secretary have concluded that these disclosure controls and procedures are
effective as of September 30, 2003. There were no changes in our internal
control over financial reporting during the quarter ended September 30, 2003
that have materially affected, or are reasonably likely to materially affect,
the internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

This information as set forth in Note 6 of Notes to Consolidated
Financial Statements appearing in Item 1 of Part I of this report is
incorporated herein by reference.

In addition, EntreMed is subject in the normal course of business to
various legal proceedings in which claims for monetary or other damages may be
asserted. Management does not believe such legal proceedings, except as
otherwise disclosed herein, are material.

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

In November 2003, we sold a total of approximately 5.25 million shares at
$4.25 per share. In addition, we issued five-year warrants covering an
additional 787,500 shares of our common stock with an exercise price of $5.00
per share. This transaction resulted in gross proceeds of approximately $22.3
million.

The securities were sold pursuant to Section 4(2) of the Securities
Exchange Act of 1934 as a transaction not involving a public offering.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

15



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Item 5.  OTHER INFORMATION

Not applicable.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits
| | --- |  | --------

|     |  |                                                                      
|---- |  | ---------------------------------------------------------------------
|31.1 |  | Rule 13a-14(a) Certification of President and Chief Operating Officer
|31.2 |  | Rule 13a-14(a) Certification of Chief Financial Officer              
|32.1 |  | Section 1350 Certification of Equivalent of Chief Executive Officer  
|32.2 |  | Section 1350 Certification of Chief Financial Officer                



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------
|
| |     |  | None               

Through its website at www.entremed.com, the Company makes available, free of
charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, and all amendments thereto, as soon as reasonably
practicable after such reports are filed with or furnished to the Securities
and Exchange Commission.

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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.

|                        |  |  |  |                                                                           
|----------------------- |  |  |  | --------------------------------------------------------------------------
|                        |  |  |  | ENTREMED, INC.
(Registrant)                                               
|                       
|                       
|Date: November 10, 2003 |  |  |  | /s/ Neil J. CampbellNeil J. Campbell
President and Chief Operating Officer
|                       
|                       
|                       
|Date: November 10, 2003 |  |  |  | /s/ Dane R. SaglioDane R. Saglio
Chief Financial Officer                  

17