UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549

                         FORM 10-K

(Mark One)

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

           For the fiscal year ended December 31, 2009

                               or

[ ] 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 0-15888


                   IGENE Biotechnology, Inc.
      _____________________________________________________
     (Exact Name of Registrant as Specified in Its Charter)

           Maryland                          52-1230461
______________________________   ____________________________________
(State or other jurisdiction     (I.R.S. Employer Identification No.)
 of incorporation or
 organization)

9110 Red Branch Road, Columbia, Maryland                   21045
________________________________________              _______________
(Address of principal executive offices)                (Zip Code)


                        (410) 997-2599
   ______________________________________________________
    (Registrant's telephone number, including area code)

     Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class       Name of Each Exchange on Which Registered
______________________     __________________________________________
          None                                None

     Securities registered pursuant to Section 12(g) of the Act:

             Common Stock (par value $0.01 per share)
             ________________________________________
                      (Title of class)

     Indicate  by  check mark if the registrant is  a  well-known
seasoned  issuer, as defined in Rule 405 of the  Securities  Act.
[ ]  Yes    [x] No

     Indicate by check mark if the registrant is not required  to
file  reports  pursuant  to Section  13  or  15(d)  of  the  Act.
[ ]  Yes    [x] No

     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.
[x]  Yes    [ ] No

     Indicate  by  check mark if disclosure of delinquent  filers
pursuant  to  Item  405  of Regulation  S-K  (  229.405)  is  not
contained  herein,  and will not be contained,  to  the  best  of
registrant's  knowledge,  in  definitive  proxy  or   information
statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K.  [ ]

      Indicate  by check mark whether the registrant is  a  large
accelerated  filer,  an accelerated filer, or  a  non-accelerated
filer,  or a smaller reporting company.  See definition of "large
accelerated  filer," "accelerated filer" and  "smaller  reporting
company" in Rule 12b-2 of the Exchange Act.  (Check One):

Large Accelerated Filer  [ ]       Accelerated Filer          [ ]

Non-Accelerated Filer    [ ]       Smaller reporting Company  [x]

     Indicate  by check mark whether the registrant  is  a  shell
company (as defined in Rule 12b-2 of the Act).
[ ]  Yes   [x] No

     State  the  aggregate market value of the  voting  and  non-
voting common equity held by non-affiliates computed by reference
to  the  price at which the common equity was last sold,  or  the
average bid and asked price of such common equity, as of the last
business day of the registrant's most recently completed year end
$3,191,027 as of March 26, 2010.
________________________________

     Indicate  the number of shares outstanding of  each  of  the
issuer's  classes  of common stock, as of the latest  practicable
date.    As of March 26, 2010 there were 1,560,404,297 shares  of
         ________________________________________________________
the issuer's common stock outstanding.
______________________________________

<PAGE>

CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR PROVISIONS"  OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

EXCEPT  FOR  HISTORICAL  FACTS, ALL  MATTERS  DISCUSSED  IN  THIS
REPORT, WHICH ARE FORWARD-LOOKING, INVOLVE A HIGH DEGREE OF  RISK
AND  UNCERTAINTY.  CERTAIN STATEMENTS IN THIS  REPORT  SET  FORTH
MANAGEMENT'S   INTENTIONS,   PLANS,  BELIEFS,   EXPECTATIONS   OR
PREDICTIONS  OF THE FUTURE BASED ON CURRENT FACTS  AND  ANALYSES.
WHEN   WE   USE  THE  WORDS  "BELIEVE,"  "EXPECT,"  "ANTICIPATE,"
"ESTIMATE," "TARGET," "INTEND" OR SIMILAR EXPRESSIONS, WE  INTEND
TO  IDENTIFY  FORWARD-LOOKING STATEMENTS.  YOU SHOULD  NOT  PLACE
UNDUE  RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH  SPEAK
ONLY  AS  OF THE DATE OF THIS REPORT.  ACTUAL RESULTS MAY  DIFFER
MATERIALLY  FROM  THOSE INDICATED IN SUCH STATEMENTS,  DUE  TO  A
VARIETY  OF FACTORS, RISKS AND UNCERTAINTIES INCLUDING,  BUT  NOT
LIMITED TO, COMPETITIVE PRESSURES FROM OTHER COMPANIES AND WITHIN
THE  BIOTECH  INDUSTRY,  ECONOMIC  CONDITIONS  IN  THE  COMPANY'S
PRIMARY  MARKETS,  EXCHANGE  RATE FLUCTUATIONS,  REDUCED  PRODUCT
DEMAND,  INCREASED  COMPETITION, INABILITY  TO  PRODUCE  REQUIRED
CAPACITY, UNAVAILABILITY OF FINANCING, GOVERNMENT ACTION, WEATHER
CONDITIONS  AND OTHER UNCERTAINTIES, INCLUDING THOSE DETAILED  IN
"RISK  FACTORS"  THAT  ARE INCLUDED FROM  TIME  TO  TIME  IN  THE
COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS.  IF ONE  OR
MORE  OF  THESE  RISKS OR UNCERTAINTIES MATERIALIZE,  OR  IF  THE
UNDERLYING  ASSUMPTIONS PROVE INCORRECT, OUR ACTUAL  RESULTS  MAY
DIFFER MATERIALLY FROM THOSE EXPECTED OR PROJECTED.  WE ASSUME NO
OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS IN  ORDER  TO
REFLECT  ANY EVENT OR CIRCUMSTANCE THAT MAY ARISE AFTER THE  DATE
OF  THIS REPORT, OTHER THAN AS MAY BE REQUIRED BY APPLICABLE  LAW
OR REGULATION.

                             PART I

ITEM 1.   BUSINESS

General

IGENE   Biotechnology,  Inc.  ("Igene"  or  the  "Company")   was
incorporated  in the State of Maryland on October  27,  1981,  to
develop,  produce  and  market value-added specialty  biochemical
products.   Igene  is  a  supplier  of  natural  astaxanthin,  an
essential nutrient in different feed applications and a source of
pigment  for  coloring  farmed salmon species.   Igene's  natural
astaxanthin  product is marketed as AstaXin(R) and is  made  from
yeast,  and  used  as  a source of pigment  for  coloring  farmed
salmonids.   Igene is also venturing to supply astaxanthin  as  a
nutraceutical  ingredient.   Igene is  focused  on  research  and
development  in  the areas of fermentation technology,  nutrition
and  health  and  the  marketing  of  products  and  applications
worldwide.

Igene has devoted its resources to the development of proprietary
processes  to  convert  selected agricultural  raw  materials  or
feedstocks  into commercially useful and cost effective  products
for  the  food,  feed,  flavor and agrochemical  industries.   In
developing these processes and products, Igene has relied on  the
expertise  and skills of its in-house scientific staff  and,  for
special projects, various consultants.

In  2000, Igene formed a wholly-owned subsidiary in Chile,  Igene
Chile  Comercial, Ltda.  The subsidiary has a sales and  customer
service office in Puerto Varas, Chile, and a product warehouse in
Puerto Montt, Chile.

In  an  effort  to develop a dependable source of production,  on
March  19,  2003, Tate & Lyle PLC ("Tate") and Igene announced  a
50:50  joint  venture  to produce AstaXin(R)  for the aquaculture
industry,  which we refer to as the "Joint Venture."   Production
utilized Tate's fermentation capability together with the  unique
technology  developed  by Igene. Part of Tate's  existing  citric
acid  facility located in Selby, England, was modified to include
the   production   of   this  product.   Tate's   investment   of
approximately $24,600,000 included certain of its facility assets
that  were  used in citric acid production.  Igene's contribution
to the Joint Venture, including its intellectual property and its
subsidiary  in  Chile, was valued by the parties as approximately
equal  to Tate's contribution.  For accounting purposes,  Igene's
contribution was valued at zero.

                              -3-

On  October  31, 2007, Igene and Tate entered into  a  Separation
Agreement pursuant to which the Joint Venture was terminated.  As
part  of  the  Separation Agreement, Igene sold to Tate  its  50%
interest in the Joint Venture and the Joint Venture sold to Igene
its  intellectual property, inventory and certain assets and  lab
equipment  utilized  by  the Joint Venture  as  well  as  Igene's
subsidiary in Chile.   The purchase price paid by Tate  to  Igene
for  its  50% interest in the Joint Venture was 50% of the  Joint
Venture's net working capital.  The purchase price paid by  Igene
for  the  inventory  was an amount equal  to  50%  of  the  Joint
Venture's   net  working  capital,  the  assumption  of   various
liabilities  and the current market price of the inventory,  less
specified amounts.  In addition, Igene agreed to pay to  Tate  an
amount  equal to 5% of Igene's gross revenues from  the  sale  of
astaxanthin  up to a maximum of $5,000,000.  Tate  agreed  for  a
period of five years not to engage in the astaxanthin business.

On  January  8,  2009,  Igene  entered  into  an  agreement  with
Archer-Daniels-Midland  Company ("ADM")  pursuant  to  which  the
Company and ADM formed a joint venture, Naturxan LLC ("Naturxan")
to  manufacture  and  sell  astaxanthin and  derivative  products
throughout  the  world.  Both the Company  and  ADM  have  a  50%
ownership  interest in Naturxan and have equal representation  on
the Board of Managers of Naturxan.

Government Regulation

The manufacturing and marketing of most of the products Igene has
developed  are,  and  will  likely continue  to  be,  subject  to
regulation by various governmental agencies in the United States,
including   the  Food  and  Drug  Administration   ("FDA"),   the
Department  of Agriculture ("USDA"), the Environmental Protection
Agency  ("EPA"),  and  comparable agencies  in  other  countries.
Igene,  as a matter of policy, requires that its products conform
to  current  Good  Manufacturing Practices ("GMPs")  (as  defined
under  the Federal Food, Drug and Cosmetic Act and the rules  and
regulations thereunder) and Igene believes all of its products so
conform.  The extent of any adverse governmental regulation  that
might  arise  from  future administrative or legislative  action,
including rules and regulations pertaining to the process of GRAS
(Generally Recognized as Safe) affirmations, cannot be predicted.

In  a  notice published in the Federal Register on July 6,  2000,
the FDA announced the amendment of its color additive regulations
to  provide  for the safe use of Phaffia yeast, such as  that  in
Igene's product, AstaXin(R), as a color additive  in  aquaculture
feeds.   This  ruling,  which became effective  August  8,  2000,
allows Igene to market AstaXin(R) for aquaculture feeds and  fish
produced in, or imported into, the United States.  This ruling is
available to the public in the Federal Register.  Igene has  also
previously  obtained  approval  for  AstaXin(R) from the Canadian
Food Inspection Agency ("CFIA").   Additional  foreign   approval
applications  for  AstaXin(R) have been  granted in the  European
Union.

In  July  2000,  Igene also obtained clearance from  the  FDA  to
market  AstaXin(R)  as  a human dietary supplement in the  United
States.     Scientific   literature   indicates   that    natural
astaxanthin,  such  as  that  in Igene's product, AstaXin(R), may
offer  health   benefits  for  humans  due  to  its   antioxidant
properties.  The  FDA  notification  and  Igene's submissions are
available to the public from the FDA.  Comparable agencies in the
European Union and other foreign countries  may  have  their  own
additional  registration  procedures.  No additional applications
for approval of AstaXin(R) as a human nutritional supplement have
yet been submitted.

Igene  has  not  incurred  and does not anticipate  any  material
environmental compliance costs.

Research and Development

As  of  December  31,  2009,  Igene  had  expended  approximately
$20,770,000  on research and development since its  inception  on
October  27, 1981.  Sales of astaxanthin (through Igene  and  its
two  joint  ventures) resulted in revenues of $61,000,000  as  of
December  31,  2009, $39,500,000 of which were  realized  through
joint ventures.  For the year ended December 31, 2009, $4,000,000
of  this revenue was recorded on the books of Igene.  Igene  will
continue  to  incur research and development costs in  connection
with improvements in its existing processes and products, but  it
does not anticipate development of new processes and products  in
2010.

Research  and development expenditures for each of the  last  two
years are as follows:

     2009   $ 1,851,118
     2008   $ 1,655,908

                              -4-

Igene's research and development activities have resulted in  the
development  of processes  to  produce  the  product   AstaXin(R)
hereinafter discussed.

Commercial Products

AstaXin(R)

AstaXin(R) is Igene's registered trademark for  its  dried  yeast
product  made  from  a proprietary strain of yeast  developed  by
Igene.   AstaXin(R) is a natural source of astaxanthin, a pigment
which  imparts  the  characteristic red color  to  the  flesh  of
salmon,  trout,  prawns  and certain  other  types  of  fish  and
shellfish.   In  the  ocean, salmon and trout obtain  astaxanthin
from  krill  and other planktonic crustaceans in their  diet.   A
krill  and  crustacean diet would be prohibitively expensive  for
farm-raised salmonids.  Without the addition of astaxanthin,  the
flesh  of  such  fish is a pale, off-white color, which  is  less
appealing  to  consumers  expecting the  characteristic  "salmon-
colored"  fish.  Fish feeding trials in Europe, Asia,  and  North
and South America have demonstrated the efficacy of AstaXin(R) in
pigmenting fish.  Igene derived revenue during 2009 from sales of
AstaXin(R),  the  majority of which were to fish producers in the
aquaculture  industry  in the European Union,  Japan,  Chile  and
Canada,  and  marketing  efforts  for  AstaXin(R)   are   global.
Marketing  efforts  are  through  Igene and Naturxan personnel to
both farmers and feed manufacturers.

Based  on studies of worldwide production of farm raised  salmon,
Igene believes the market for astaxanthin as a color additive  in
salmon  feed  exceeds  184  metric tons of AstaXin(R).  A  single
competitor,  who  produces  a  chemically  synthesized   product,
presently  controls  more  than  80%  of  the  world  market  for
astaxanthin as a pigment for aquaculture.

During  2001, Igene began investigating other possible commercial
uses  of  astaxanthin,  including  its  application  as  a  human
nutritional supplement.  Igene has formulated natural astaxanthin
as  a  super-antioxidant,  AstaXin(R),  for  the  North  American
dietary  supplement  market.  Antioxidants are one of the largest
product  categories   in  the  health  and  nutrition   industry.
Attempts  to  pursue  this business have only been minimal in the
past and  will intensify in 2010.

Patents and Trademarks

It  is Igene's policy to protect its intellectual property rights
by  a  variety  of  means,  including applying  for  patents  and
trademarks  in  the United States and in other countries.   Igene
also  relies  upon  trade  secrets and improvements,  un-patented
proprietary  know-how and continuing technological innovation  to
develop  and  maintain  its competitive  position.  Igene  places
restrictions in its agreements with third parties with respect to
the  use  and  disclosure  of any of its proprietary  technology.
Igene  also  has  internal  nondisclosure  safeguards,  including
confidentiality agreements with employees and consultants.

All  patents and trademarks are carefully reviewed and those with
no foreseeable commercial value are abandoned to eliminate costly
maintenance  fees.   Patents  and trademarks  on  technology  and
products  with  recognized commercial value, and which  Igene  is
currently  maintaining,  including  those  for  AstaXin(R),  have
various remaining lives ranging from 1 to 22 years.

Competition

Competitors in the biotechnology field in the United  States  and
elsewhere are numerous and include major chemical, pharmaceutical
and   food   companies,  as  well  as  specialized  biotechnology
companies.   Competition can be expected  to  increase  as  small
biotechnology  companies  continue  to  be  purchased  by   major
multinational    corporations   with    substantial    resources.
Competition is also expected to increase with the introduction of
more   diverse   products  developed  by   biotechnology   firms,
increasing  research cooperation among academic institutions  and
large  corporations, and continued government funding of research
and  development activities in the biotechnology field,  both  in
the   United  States  and  overseas.   Unlike  the  majority   of
biotechnology   companies,   which   are   developing    products
principally  for the pharmaceutical industry, Igene  has  focused
its own activities on the development of proprietary products for
use in the aquaculture and nutritional supplement industries.  In
the  future,  however, competitors may offer products,  that,  by
reason  of price, or efficacy, or more substantial resources  for
technology  advances,  may be superior  to  Igene's  existing  or
future products.

                              -5-

A  single  large pharmaceutical company presently  dominates  the
market  for astaxanthin pigment for aquaculture in which  Igene's
product,  AstaXin(R),  is  presently  marketed  and  sold.  Igene
believes that  AstaXin(R), which is made from yeast, will compete
with  this  dominant  producer and other producers whose products
are  chemically  synthesized,   based  on  its  use  of   natural
ingredients. As consumers and producers of fish become more aware
of other alternatives,  Igene  believes  that  they  will  desire
natural ingredients, such as those in AstaXin(R).

Several  companies are also known to be developing and  marketing
other  natural  astaxanthin products.  Some of  these  companies'
products  are made from algae, while others are made from  yeast.
Igene believes that AstaXin(R) will compete with other companies'
astaxanthin products which are made from algae, due  to  what  we
believe   are  Igene's  higher  production  capacity  and   lower
production  costs, but can provide no assurances in that  regard.
Igene  also  believes  that  AstaXin(R)  will  compete with other
companies'  astaxanthin products which are also made  from  yeast
due  to  Igene's proprietary process to disrupt yeast cell walls,
which,  as  studies  have  shown,  makes AstaXin(R) more readily
absorbed by fish.

Igene is also beginning to explore the possible use of AstaXin(R)
as  a  human  nutritional supplement.  This market is  attractive
because of potentially higher profit margins. Other companies are
known  to  also be developing and marketing astaxanthin  products
for  the  human nutritional supplement market.  Igene cannot  yet
predict how competitive it would be in this market.

On  January  8,  2009,  Igene  entered  into  an  agreement  with
Archer-Daniels-Midland  Company ("ADM")  pursuant  to  which  the
Company and ADM formed a joint venture, Naturxan LLC ("Naturxan")
to  manufacture  and  sell  astaxanthin and  derivative  products
throughout  the world.  Each of the Company and  ADM  has  a  50%
ownership  interest in Naturxan and has equal  representation  on
the  Board  of  Managers of Naturxan.  It is hoped  that  Igene's
technology joined with ADM manufacturing will improve their joint
position in the market.

Sources and Availability of Raw Materials

Raw materials used  in  the  manufacture  of  AstaXin(R)  consist
principally of agricultural commodities widely available in world
markets  from  many suppliers, which may be used interchangeably.
We do not anticipate significant price fluctuations or changes in
availability in these raw materials in the near future,  but  can
provide no assurances in that regard.

Employees

At  December  31,  2009, Igene had eighteen full-time  employees,
five  of  which  are  in  administration  and/or  marketing,  and
thirteen  of  which are engaged in research, process  development
and  support of manufacturing activities.  Fifteen employees  are
based  in  the  U.S.  and three are based in Chile.   Igene  also
utilizes various consultants on an as-needed or short-term basis.

None  of  Igene's employees are represented by a labor union  and
Igene  has  experienced no work stoppages.   Igene  believes  its
relations with its employees are satisfactory.

ITEM 1A.  RISK FACTORS

Igene is a smaller reporting company as defined by Rule 12b-2  of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act")  and  is  not required to provide the information  required
under this item.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.   PROPERTIES

Igene  leases  approximately 8,500 square feet of  space  in  the
Oakland  Ridge Industrial Park located at 9110 Red  Branch  Road,
Columbia,  Maryland.  Igene occupies the premises under  a  lease
extension  which  expires on January 31, 2011.   The  approximate
current annual rent is $125,000.  Approximately 2,000 square feet
is   used   for   executive   and  administrative   offices   and
approximately  2,500  square  feet  is  used  for  research   and
development activities.  The remaining 4,000 square feet of space
is  used  for Igene's intermediate-stage or scale-up pilot  plant
facility.

Igene  leases  approximately 220 square feet of office  space  in
Puerto  Varas,  Chile to conduct marketing and technical  support
activities  by  its  full-time technical  representatives.   This
lease  renews annually in December of each year unless terminated

                               -6-

by prior notice.  Igene also leases warehouse space on a month-to-
month basis as needed for product storage.

Igene   currently  owns  or  leases  sufficient   equipment   and
facilities for its research operations and all of this  equipment
is  in  satisfactory condition and is adequately insured.   There
are  no  current  plans for improvement of this property.    When
Igene's  product inventory increases, additional warehouse  space
is leased on a month-to-month basis.

ITEM 3.   LEGAL PROCEEDINGS

There are no material pending legal proceedings to which Igene is
a  party  or to which any of Igene's properties are subject;  nor
are  there material proceedings known to be contemplated  by  any
governmental authority; nor are there material proceedings  known
to  Igene,  pending  or  contemplated, in which  any  of  Igene's
directors,   officers,  affiliates  or  any  principal   security
holders, or any associate of any of the foregoing, is a party  or
has an interest adverse to us.

                              -7-

                            PART II


ITEM 5.   MARKET   FOR   REGISTRANT'S  COMMON   EQUITY,   RELATED
          STOCKHOLDER  MATTERS  AND ISSUER  PURCHASES  OF  EQUITY
          SECURITIES

Common Stock

Commencing on or about June 12, 1989, Igene's common stock  began
quotation  on the over-the-counter market on a limited basis  and
is quoted on Pink Sheets.  The following table shows, by calendar
quarter,  the  range  of representative bid  prices  for  Igene's
common stock for 2009 and 2008.

<TABLE>
<CAPTION>

          Calendar Quarter                High        Low
          ________________                ____        ____
   <S>                                    <C>         <C>
   2009:  First Quarter                   $0.0150     $0.0050
          Second Quarter                  $0.0140     $0.0050
          Third Quarter                   $0.0250     $0.0066
          Fourth Quarter                  $0.0106     $0.0031

   2008:  First Quarter                   $0.0180     $0.0130
          Second Quarter                  $0.0150     $0.0060
          Third Quarter                   $0.0130     $0.0060
          Fourth Quarter                  $0.0120     $0.0020

</TABLE>

Igene obtained the above information through Pink Sheets, LLC,  a
national  quotation bureau.  Such quotations reflect inter-dealer
prices, without retail mark-up, mark-down, or commission, and may
not  represent actual transactions.  The above quotations do  not
reflect the "asking price" quotations of the stock.

The  approximate number of record holders of Igene's common stock
as  of  March 16, 2010, was 250.  As of March 16, 2010, the  high
bid  and low offer prices for the common stock, as shown on  Pink
Sheets were $0.0134 and $0.010, respectively.

Dividend Policy

When  and  if funds are legally available for such payment  under
statutory restrictions, Igene may pay annual cumulative dividends
on  the  preferred stock of $0.64 per share on an  annual  basis.
During 1988, Igene declared and paid a cash dividend of $0.16 per
share  on its preferred stock.  In December 1988, Igene suspended
payment of the quarterly dividend of $0.16 per share of preferred
stock.   No  dividends on preferred stock have been  declared  or
paid  since  1988.   Any  resumption  of  dividend  payments   on
preferred  stock  would require significant improvement  in  cash
flow.  Preferred stock dividends are payable when and if declared
by Igene's board.  Unpaid dividends accumulate for future payment
or addition to the liquidation preference and redemption price of
the preferred stock.  As of December 31, 2009, total dividends in
arrears  on  Igene's preferred stock equaled $151,422 (or  $13.60
per  share) on Igene's Series A Preferred Stock and are  included
in the carrying value of the Series A Preferred Stock.

Dividends   on   common  stock  are  currently  barred   by   the
preferential  rights of holders of preferred  stock.   Igene  has
paid  no cash dividends on its common stock in the past and  does
not intend to declare or pay any dividends on its common stock in
the foreseeable future.

                                -8-
8% Notes

Pursuant to the terms of an Indenture dated as of March 31, 1998,
as  amended  (the "Indenture") between Igene and  American  Stock
Transfer  &  Trust  Company, as Trustee  (the  "Trustee"),  Igene
issued  and  sold  $5,000,000 of its 8% notes (the  "8%  Notes").
Concurrently  with  the issuance of the 8% Notes,  Igene  issued,
pursuant to a Warrant Agreement by and between Igene and American
Stock Transfer & Trust Company (the "Warrant Agent") dated as  of
March  31, 1998, as amended (the "Warrant Agreement"), 50,000,000
warrants  to purchase shares of Igene common stock for $0.10  per
share  expiring March 31, 2008.  The warrant purchase price under
the  Warrant Agreement was reduced to $0.075 per share,  and  the
maturity date of the 8% Notes was extended to March 31, 2006,  by
an  amendment dated March 18, 2003, and approved by the requisite
number of holders of the securities.

On  March  28,  2006, Igene and American Stock Transfer  &  Trust
Company,  in  its capacity as Trustee and Warrant Agent,  entered
into   a  Second  Amendment  to  Indenture,  Securities,  Warrant
Agreement  and  Warrant Certificates that extended  the  maturity
date  of  the 8% Notes to March 31, 2009, and reduced the warrant
price  under  the  Warrant Agreement from $0.075  to  $0.056  per
share.

On  October 23, 2008, Igene and American Stock Transfer  &  Trust
Company,  in  its capacity as Trustee and Warrant Agent,  entered
into   a   Third  Amendment  to  Indenture,  Securities,  Warrant
Agreement  and  Warrant Certificates that extended  the  maturity
date  of  the 8% Notes to March 31, 2019. The warrants under  the
Warrant Agreement expired as of March 31, 2008.

On  December  3,  2008, Igene completed an offering  to  exchange
145,600 of our shares of common stock, par value $0.01 per share,
for  each $1,000 principal amount of the 8% Notes outstanding and
accrued  interest  thereon.  As of that date,  $4,759,767  of  8%
Notes   principal  were  outstanding,  with  $4,064,450   accrued
interest  thereon.  Of these notes, $4,436,515 of notes principal
with $3,788,419 of interest were exchanged for 645,956,606 shares
of  Igene  common  stock at a price of $0.005 per  share.   As  a
result,  an  addition to additional paid in capital of $4,995,151
was recorded on the retirement, pursuant to accounting literature
for related party debt forgiveness.

Securities Authorized for Issuance Under Equity Incentive Plans

<TABLE>
<CAPTION>

  Equity Compensation Plan Information as of December 31, 2009


                                                                          Number of securities
                                                                          remaining available for
                                                                          future issuance under
                         Number of securities to   Weighted-average       equity compensation
                         be issued upon exercise   exercise price of      plans (excluding
                         of outstanding options,   outstanding options,   securities reflected in
Plan category            warrants and rights       warrants and rights    column (a))
______________________   _______________________   ____________________   ________________________
                                    (a)                    (b)                       (c)
<S>                      <C>                       <C>                    <C>

Equity compensation
plans approved by
security holders <FN1>              ---                    ---                   300,000,000

Equity compensation
plans not approved by
security holders                    ---                    ---                       ---
                         _______________________   ____________________   _________________________

   TOTAL                            ---                   $0.00                  300,000,000
                         _______________________   ____________________   _________________________

<FN>

<FN1>  Includes   Igene's  2001  Stock  Incentive  Plan,   which
       succeeded Igene's 1997 Stock Option Plan, which succeeded
       Igene's 1986 Stock Option Plan.

</FN>

</TABLE>

                              -9-

Sales of Unregistered Securities

On  June  16,  2009, the Board of Directors of Igene  approved  a
repurchase   of  all  outstanding  employee  stock  options   and
warrants.   It  was agreed to repurchase 51,425,000  options  and
warrants,  using 41,900,456 shares of restricted stock.   Holders
of  options  and  warrants  were contacted  and  agreements  were
reached.   On  July 16, 2009, shares were issued and options  and
warrants were cancelled.

On  November  28,  2008,  Igene commenced offerings  to  exchange
shares  of  its common stock for its publicly and privately  held
debt.   On  December  3, 2008, a total of 645,956,606  shares  of
Igene   common   stock   were   exchanged   for   $4,436,515   in
aggregate principal amount of Igene's publicly held 8% notes  and
$3,788,419   in   related   accrued  interest.    An   additional
762,210,163 shares of Igene common stock were issued in  exchange
for $5,618,090 in aggregate principal amount of Igene's privately
held  notes  and debentures, $3,073,015 of related interest,  and
126,729,316 associated warrants, summarized as follows:

  -  On  December  18,  66,371,244 shares of Igene's common stock
     were  issued  in  consideration  of  $762,000  in  aggregate
     principal amount of 5% convertible debentures and $67,641 of
     related accrued interest.

  -  On  December  18, 528,578,590 shares of Igene's common stock
     were  issued  in  consideration  of  $3,814,212 in aggregate
     principal amount of 8% convertible debentures, $2,204,106 of
     related accrued interest and associated warrants to purchase
     66,427,650 shares of common stock.

  -  On  December  18, 147,451,719 shares of Igene's common stock
     were  issued  in  consideration  of  $1,041,878 in aggregate
     principal  amount  of  variable  rate  notes and $801,269 of
     related accrued  interest.  In addition, related warrants to
     purchase  60,301,666  shares  of common stock were exchanged
     for 19,808,610 shares of Igene's common stock.

ITEM 6.   SELECTED FINANCIAL DATA

Igene is a smaller reporting company as defined by Rule 12b-2  of
the  Exchange Act and is not required to provide the  information
required under this item.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Certain   statements  in  this  report  set  forth   management's
intentions,  plans, beliefs, expectations or predictions  of  the
future  based on current facts and analyses.  Actual results  may
differ materially from those indicated in such statements, due to
a  variety of factors including competitive pressures from  other
companies and within the biotech industry, economic conditions in
Igene's  primary  markets,  exchange rate  fluctuations,  reduced
product   demand,   increased  competition,   unavailability   of
production  capacity,  unavailability  of  financing,  government
action,  weather  conditions and other  uncertainties,  including
those  detailed in any "Risk Factors" that may be  included  from
time  to time in Igene's Securities and Exchange Commission  (the
"SEC") filings.

Results of Operations
_____________________

On  January  8,  2009,  Igene  entered  into  an  agreement  with
Archer-Daniels-Midland  Company ("ADM")  pursuant  to  which  the
Company and ADM formed Naturxan, for the purpose of manufacturing
and  selling  astaxanthin and derivative products throughout  the
world.   Each of the Company and ADM has a 50% ownership interest
in Naturxan and has equal representation on the Board of Managers
of Naturxan.

Sales and other revenue

Igene recorded sales in the amounts of $3,957,903 and $7,644,477,
respectively, for 2009 and 2008, a decrease of $3,686,574 or 48%.
Sales  had  been  limited  in  past  years  due  to  insufficient
production  quantity and have been limited in the current  period
as  Igene has completed selling the inventory remaining from  the

                               -10-

joint  venture  with  Tate & Lyle.  On  January  8,  2009,  Igene
entered  into an agreement with ADM pursuant to which the Company
and   ADM  formed  a  joint  venture  to  manufacture  and   sell
astaxanthin.  All product manufactured through the joint  Venture
is  being recorded as part of Naturxan.  Management believes that
this  will provide saleable product that will allow Igene  to  be
competitive in the market place and allow for increased sales  in
the  future, though no assurances can be provided in this matter.
All future sales of product will be recorded through the Naturxan
joint venture.

Cost of sales and gross profit

Igene  recorded  cost of sales in the amounts of  $2,942,340  and
$6,395,062,  respectively,  for 2009  and  2008,  a  decrease  of
$3,452,722  or  54%.   This  resulted  in  a  gross   profit   of
$1,015,563, or 26% for the year ended December 31, 2009 and gross
profit  of  $1,249,415, or 16% for the year  ended  December  31,
2008.  The gross profit is mainly attributable to the discount in
which  the  product was purchased at the conclusion of the  joint
venture with Tate & Lyle.  On January 8, 2009, Igene entered into
an  agreement  with  ADM pursuant to which the  Company  and  ADM
formed a joint venture to manufacture and sell astaxanthin.   All
product  manufactured through the joint Venture is being recorded
as  part of Naturxan.  Management believes that this will provide
saleable product that will allow Igene to be competitive  in  the
market  place and allow for increased sales in the future, though
no  assurances can be provided in this matter.  All future  sales
of product will be recorded through the Naturxan joint venture.

Loss from Joint Venture

For  the year ended December 31, 2009, Igene recorded a loss from
Naturxan  of $1,094,502.  On January 8, 2009, Igene entered  into
an agreement with Archer-Daniels-Midland Company ("ADM") pursuant
to  which  the  Company  and  ADM formed  a  joint  venture  (the
"Naturxan")  to  manufacture and sell astaxanthin and  derivative
products throughout the world.  Each of the Company and ADM has a
50%  ownership  interest in Naturxan and has equal representation
on the Board of Managers of Naturxan.

On  October 31, 2007, Igene terminated its relationship with Tate
&  Lyle.   Igene  maintained  the saleable  inventory  after  the
termination  of  the  relationship.   Igene  sold  the   existing
inventory  in  order to maintain its relationship with  customers
and  used these funds to cover expenses.  Naturxan began  selling
product  in  the Third quarter of 2009 and preparation  for  full
scale  production of product continues.  For 2009, revenues  from
sales  of product were $4,653,810.  Cost of sales for the  period
was  $4,103,028 resulting in a gross profit of $550,782  or  12%.
Expenses recorded by Naturxan were $2,739,786 resulting in a  net
loss of $2,189,004 for the year ended December 31, 2009.  Igene's
50%   interest   resulted  in  the  $1,094,502   loss   recorded.
Management  believes that Naturxan will provide saleable  product
that  will allow Igene to be competitive in the market place  and
allow for increased sales in the future, though no assurances can
be provided in this matter.

Expenses reimbursed by Joint Venture

On  January  8,  2009, Igene entered into an agreement  with  ADM
pursuant  to which the Company and ADM formed a joint venture  to
manufacture and sell astaxanthin.  Management believes that  this
venture  should provide cash flow from operations,  though  there
can  be  no  assurance in this matter.  As part of the ADM  Joint
Venture  Agreement,  a  portion of  expenses  incurred  by  Igene
related to production, research and development, those related to
the marketing of AstaXin(R), as well as those expenses related to
general  and  administrative functions of the Joint  Venture  are
considered  expenses  of  the Joint  Venture  and  are  therefore
subject  to  reimbursement  by  Naturxan.   For  the  year  ended
December  31, 2009, such reimbursements totaled $2,086,166.   The
expenses  included  the  $1,800,852 of research  and  development
expenses, $139,238 of marketing expenses, and $146,076 of general
and administrative expenses.

As  part  of  the  Joint  Venture Agreement  with  ADM,  expenses
incurred   by   Igene   related  to  production,   research   and
development,  as  well  as  those related  to  the  marketing  of
AstaXin(R), and some of the general and administrative  expenses,
were  considered expenses of the Joint Venture and therefore were
reimbursed by the Joint Venture.

Marketing and selling expenses

Marketing and selling expenses for 2009 were $387,916, a decrease
of  $343,178, or 47%, from the marketing and selling expenses  of
$731,094 for 2008.  With the creation of Naturxan, responsibility
for  the marketing and selling function is being assumed  by  the
Joint  Venture.   It  is  expected  that  marketing  and  selling

                              -11-

expenses  will  fluctuate  as  activities  continue  to  maintain
customer  base  through  the period of transition  in  which  the
development of production continues.  However, no assurances  can
be  made  with  regard  to  a new source  of  production  or  the
maintenance  of the customer base.  Expenses are expected  to  be
funded  by Naturxan and cash flows from operations, to the extent
available  for  such purposes.  During 2009, Naturxan  reimbursed
$160,070 of the foregoing marketing expenses.

Research, development and pilot plant expenses

Research, development and pilot plant expenses for 2009 and  2008
were  $1,851,118  and  $1,655,908,  respectively,  reflecting  an
increase   of  $195,210  or  12%.   This  increase  is  partially
attributable to expenses related to the development of the  joint
venture  with ADM and expenses related to support increasing  the
efficiency  of  the manufacturing process through experimentation
in  Igene's  pilot  plant, undertaken in an  attempt  to  develop
higher  yielding  strains  of yeast  and  other  improvements  in
Igene's   AstaXin(R)   technology.   Igene  has  undertaken  such
initiatives  with  the goal to reduce costs for  salable  product
marketed by Naturxan; however, no assurances can be made in  that
regard.  Expenses are expected to be funded by Naturxan and  cash
flows from operations, to the extent available for such purposes.
During  the  year  ended  December 31, 2009,  $1,753,675  of  the
research and development expenses was reimbursed by Naturxan.

General and administrative expenses

General  and  administrative  expenses  for  2009  decreased   by
$212,641, or 20%, from 2008 (to $838,062 from $1,050,703).  These
costs  are expected to remain at this reduce amount.  Igene works
to  reduce  overhead  costs  and  spend  funds  on  research  and
development  efforts.  A portion of this cost is expected  to  be
covered  by  Naturxan as reimbursement for the overhead  expenses
incurred  on  the part of Naturxan operations.  The  majority  of
these  expenses  will  need  to be  funded  by  cash  flows  from
operations, to the extent available for such purposes.   $146,076
of  the  2009  general and administrative cost was reimbursed  by
Naturxan.

Interest expense (net of interest income)

Interest  expense for 2009 and 2008 was $97,520  and  $2,028,460,
respectively,  a  decrease of $1,930,940 or 95%.   This  interest
expense  was composed of interest on Igene's long term  financing
from its directors and other stockholders and interest on Igene's
subordinated  and convertible debentures, as well as amortization
of  discount on Igene's notes and debentures of $10,276 for  2009
and $1,294,680 for 2008.  The reduction in this expense is due to
the  recapitalization  undertaken  by  Igene  during  the  fourth
quarter of 2008, and the conversion of the majority of the  Igene
debt into an equity position (see Note 3).

Additional paid in capital adjustment from termination of debt

On  November  28,  2008,  Igene commenced offerings  to  exchange
shares  of  its common stock for its publicly and privately  held
debt.    On  December 3, 2008, a total of 645,956,606  shares  of
Igene   common   stock   were   exchanged   for   $4,436,515   in
aggregate principal amount of Igene's publicly held 8% notes  and
$3,788,419   in   related   accrued  interest.    An   additional
762,210,163 shares of Igene common stock were issued in  exchange
for $5,618,090 in aggregate principal amount of Igene's privately
held  notes  and debentures, $3,073,015 of related interest,  and
126,729,316 associated warrants, summarized as follows:

  -  On  December  18,  66,371,244 shares of Igene's common stock
     were  issued  in  consideration  of  $762,000  in  aggregate
     principal amount of 5% convertible debentures and $67,641 of
     related accrued interest.

  -  On  December  18, 528,578,590 shares of Igene's common stock
     were  issued  in  consideration  of  $3,814,212 in aggregate
     principal amount of 8% convertible debentures, $2,204,106 of
     related accrued interest and associated warrants to purchase
     66,427,650 shares of common stock.

  -  On  December  18, 147,451,719 shares of Igene's common stock
     were  issued  in  consideration  of  $1,041,878 in aggregate
     principal  amount  of  variable  rate  notes and $801,269 of
     related accrued interest.   In addition, related warrants to
     purchase  60,301,666  shares  of common stock were exchanged
     for 19,808,610 shares of Igene's common stock.

                              -12-

As  this  was a transaction with a related party, Igene  recorded
additional paid in capital as a result of the termination of this
private debt in the amount of $3,654,595.  This plus the gain  on
the  public notes of $4,995,151 resulted in a total of $8,649,746
in  connection  with  the exchanges, which  was  recorded  as  an
addition  to  additional paid in capital, pursuant to  accounting
literature for related party debt forgiveness.

Other income

Igene  had  other income in 2009 of $1,026,642.  Of this  amount,
$1,025,741  is  a  one-time occurrence  related  to  a  liability
recorded  in  a  prior period related to the termination  of  the
joint  venture  with Tate & Lyle.  On February  26,  2009,  Igene
signed  a  settlement agreement of past obligations  and  made  a
final  payment to Tate & Lyle in the amount of $714,227.  At  the
termination  of the joint venture, Igene recorded liabilities  of
$890,000  for payments of past payables of the joint  venture  as
well as $51,000 for costs related to collection of receivables of
the  joint venture.  The expense was recorded when it was thought
Igene  could  be  liable for it, but with the  exception  of  the
$5,000,000  liability  related to future revenue  (see  Note  2),
Igene has settled its debt to Tate & Lyle.

Net loss and basic and diluted net loss per common share

As  a  result  of  the  foregoing results  of  operations,  Igene
reported comprehensive loss of $64,708 for 2009 and comprehensive
loss  of  $4,008,720 for 2008.  This resulted in a  net  loss  of
$0.00  per  basic and diluted common share for 2009  based  on  a
weighted  average  of common stock outstanding of  1,537,789,530.
For  2008, this resulted in a net loss of $0.02 per basic  common
share, based on a weighted average of common stock outstanding of
187,037,119.  The increase in outstanding shares resulted  mainly
from  the  shares related to the recapitalization  undertaken  by
Igene  during  the fourth quarter of 2008, and the conversion  of
the  majority of the Igene debt into an equity position (see Note
3).

Financial Position

During  2009  and  2008,  the  following  also  affected  Igene's
financial position:

  -   During 2009, decreases in accounts receivable of $1,043,838
      and  decreases  in  inventory of $2,398,520 were sources of
      cash.   This  allowed  for decreases in accounts payable of
      $2,384,050.

  -   During 2008, decreases in accounts receivable of $1,673,117
      and  decreases  in  inventory of $5,661,257 were sources of
      cash.  This  allowed  for  decreases in accounts payable of
      $4,326,565.

Since  December  1988, as part of an overall  effort  to  contain
costs  and  conserve working capital, Igene suspended payment  of
the quarterly dividend on its preferred stock.  Resumption of the
dividend  will  require significant improvements  in  cash  flow.
Unpaid  dividends cumulate for future payment or addition to  the
liquidation  preference  or redemption  value  of  the  preferred
stock.   As  of December 31, 2009, total dividends in arrears  on
Igene's Series A preferred stock equaled $151,422 (or $13.60  per
share)  and  are included in the carrying value of the  preferred
stock.

Liquidity and Capital Resources

Historically,   Igene  has  been  funded  primarily   by   equity
contributions and loans from directors and stockholders.   As  of
December  31, 2009, Igene had working capital of $2,099,781,  and
cash and cash equivalents of $1,295,222.

Cash used by operating activities in 2009 was $97,049 as compared
to cash provided of $705,610 in 2008.

Cash  used  by  investing  activities in  2009  was  $171,779  as
compared to $226,166 used by investing activities in 2008.

There  was  no  cash provided by or used in financing  activities
during 2008 or 2009.

Over  the  next  twelve  months,  Igene  believes  it  will  need
additional working capital.  Part of this funding is expected  to
be received  from sales of AstaXin(R).  On January 8, 2009, Igene
entered  into an agreement with ADM pursuant to which the Company
and   ADM  formed  a  joint  venture  to  manufacture  and   sell
astaxanthin.   Management  believes  that  this  venture   should
provide  cash  flow from operations.  However, there  can  be  no
assurance that projected cash from sales, or additional  funding,
will be sufficient for Igene to fund its continued operations.

                              -13-

Igene does not believe that inflation had a significant impact on
its operations during 2009 and 2008.

Off-Balance Sheet Arrangements

Igene  has  no off-balance sheet arrangements that are reasonably
likely  to  have  a  current or future effect  on  its  financial
position,  revenues, results of operations, liquidity or  capital
expenditures.

Critical Accounting Policies

The  preparation  of our financial statements in conformity  with
accounting  principles generally accepted in  the  United  States
("GAAP")  requires management to make judgments, assumptions  and
estimates  that  affect  the amounts reported  in  our  financial
statements  and accompanying notes.  Actual results could  differ
materially  from  those  estimates.  The following  are  critical
accounting  policies  important to our  financial  condition  and
results  of operations presented in the financial statements  and
require  management  to  make judgments and  estimates  that  are
inherently uncertain:

The  inventories are stated at the lower of cost or market.  Cost
is   determined   using   a  weighted-average   approach,   which
approximates the first-in first-out method.  If the cost  of  the
inventories  exceeds their expected market value, provisions  are
recorded  for  the  difference between the cost  and  the  market
value.  Inventories consist of currently marketed products.

Revenue   from  product  sales  are  recognized  when  there   is
persuasive  evidence  that an arrangement  exists,  delivery  has
occurred, the price is fixed and determinable, and collectability
is  reasonably assured.  Allowances are established for estimated
uncollectible amounts, product returns and discounts.

The  Joint  Venture is accounted for under the equity  method  of
accounting as Igene has a 50% ownership interest.

Igene will not recognize the loss of the Joint Venture beyond the
investment and advances to the Joint Venture.

The   Company  reviews  intellectual  property  periodically  for
impairment and an impairment charge is recorded in the periods in
which the recorded carrying value is more than its estimated fair
value.  The  goodwill impairment test is performed  annually,  or
more  frequently,  in the case of other events  that  indicate  a
potential impairment.  Evaluation of possible impairment is based
on  the  Company's ability to recover the asset from the expected
future  pre-tax  cash  flows (undiscounted and  without  interest
charges)  of the related operations. If the expected undiscounted
pre-tax  cash  flows are less than the carrying  amount  of  such
asset,  an  impairment  loss  is recognized  for  the  difference
between  the  estimated  fair value and carrying  amount  of  the
asset.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET
          RISK

Igene is a smaller reporting company as defined by Rule 12b-2  of
the  Exchange Act and is not required to provide the  information
required under this item.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  consolidated financial statements follow Part  III  of  this
Annual  Report  on  Form  10-K  and are  hereby  incorporated  by
reference.

ITEM 9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                              -14-

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
________________________________________________

We  carried out an evaluation, under the supervision and with the
participation   of  our  management,  including   our   principal
executive  officer  and  principal  financial  officer,  of   the
effectiveness  of  our  disclosure controls  and  procedures  (as
defined   in  Rules  13a-15(e)  and  15d-15(e)  of  the  Exchange
Act).   Based  upon  that  evaluation,  our  principal  executive
officer and principal financial officer concluded that, as of the
end of the period covered in this report, our disclosure controls
and  procedures  were  not effective to ensure  that  information
required to be disclosed in reports filed under the Exchange  Act
is  recorded,  processed,  summarized  and  reported  within  the
required time periods and is accumulated and communicated to  our
management,   including  our  principal  executive  officer   and
principal  financial  officer, as  appropriate  to  allow  timely
decisions regarding required disclosure.

Our  management,  including our principal executive  officer  and
principal  financial officer, does not expect that our disclosure
controls and procedures or our internal controls will prevent all
error  or  fraud.  A control system, no matter how well conceived
and   operated,  can  provide  only  reasonable,  not   absolute,
assurance   that  the  objectives  of  the  control  system   are
met.   Further, the design of a control system must  reflect  the
fact  that  there  are resource constraints and the  benefits  of
controls must be considered relative to their costs.  Due to  the
inherent  limitations in all control systems,  no  evaluation  of
controls  can provide absolute assurance that all control  issues
and  instances of fraud, if any, have been detected.  To  address
the  material  weaknesses, we performed additional  analysis  and
other  post-closing  procedures  in  an  effort  to  ensure   our
consolidated financial statements included in this annual  report
have   been   prepared  in  accordance  with  GAAP.  Accordingly,
management  believes  that the financial statements  included  in
this report fairly present in all material respects our financial
condition,  results of operations and cash flows for the  periods
presented.

Management's Report on Internal Control Over Financial Reporting
________________________________________________________________

Our  management  is responsible for establishing and  maintaining
adequate internal control over financial reporting as defined  in
Rule  13a-15(f) under the Exchange Act.  Our management  assessed
the   effectiveness  of  our  internal  control  over   financial
reporting as of December 31, 2009. In making this assessment, our
management  used  the  criteria set forth  by  the  Committee  of
Sponsoring  Organizations of the Treadway Commission ("COSO")  in
Internal Control-Integrated Framework.  A material weakness is  a
deficiency, or a combination of deficiencies, in internal control
over  financial  reporting,  such  that  there  is  a  reasonable
possibility that a material misstatement of the Company's  annual
or interim financial statements will not be prevented or detected
on  a  timely basis.  Our management has identified the following
material weaknesses.

  1.  As  of  December  31,  2009, we did not maintain  effective
      controls  over  the control environment.  Specifically,  we
      have  not  formally  adopted a  written  code  of  business
      conduct  and  ethics that governs the Company's  employees,
      officers   and  directors.   Additionally,  we   have   not
      developed and effectively communicated to our employees our
      accounting  policies and procedures.  This has resulted  in
      inconsistent  practices.  Further, the Board  of  Directors
      does  not  currently have any independent  members  and  no
      director   qualifies  as  an  independent  audit  committee
      financial  expert  as  defined  in  Item  407(d)(5)(ii)  of
      Regulation S-K.  Since these entity level programs  have  a
      pervasive  effect across the organization,  management  has
      determined  that these circumstances constitute a  material
      weakness.

  2.  As  of  December  31,  2009, we did not maintain  effective
      controls over financial statement disclosure. Specifically,
      controls were not designed and in place to ensure  that all
      disclosures  required  were originally  addressed  in   our
      financial   statements.     Accordingly,   management   has
      determined  that  this  control  deficiency  constitutes  a
      material weakness.

  3.  As  of  December  31,  2009, we did not maintain  effective
      controls  over equity transactions.  Specifically, controls
      were  not  designed  and  in place to  ensure  that  equity
      transactions    were   properly   reflected.   Accordingly,
      management  has  determined that  this  control  deficiency
      constitutes a material weakness.

Because  of  these  material weaknesses, management has concluded
that the Company did not maintain effective internal control over
financial  reporting  as  of December  31,  2009,  based  on  the
criteria  established in "Internal Control-Integrated  Framework"
issued by the COSO.

                              -15-

Changes in Internal Control Over Financial Reporting
____________________________________________________

No  change  in  the  Company's internal  control  over  financial
reporting  occurred during the quarter ended December  31,  2009,
that  materially affected, or is reasonably likely to  materially
affect,  the Company's internal control over financial reporting.
This annual report does not include an attestation report of  the
Company's  registered public accounting firm  regarding  internal
control  over financial reporting.  Management's report  was  not
subject  to  attestation  by  the  Company's  registered   public
accounting firm pursuant to temporary rules of the Securities and
Exchange  Commission  that permit the  Company  to  provide  only
management's report in this annual report.

ITEM 9B.  OTHER INFORMATION

Pursuant to the terms of an Indenture dated as of March 31, 1998,
as  amended  (the "Indenture") between the Company  and  American
Stock  Transfer & Trust Company, as Trustee (the "Trustee"),  the
Company  issued  and sold $5,000,000 of its  8%  notes  (the  "8%
Notes").   Concurrently with the issuance of the  8%  Notes,  the
Company  issued, pursuant to a Warrant Agreement by  and  between
the  Company  and  American Stock Transfer &  Trust  Company,  as
warrant  agent (the "Warrant Agent") dated as of March 31,  1998,
as  amended  (the  "Warrant Agreement"), 50,000,000  warrants  to
purchase  shares  of  the Company's common stock  for  $0.10  per
share.   The  warrant purchase price under the Warrant  Agreement
was reduced to $0.075 per share, and the maturity date of the  8%
Notes  extended  to  March  31, 2006,  by  an  amendment  to  the
Indenture and Warrant Agreement dated March 18, 2003 and approved
by  the requisite number of holders of the 8% Notes.  The warrant
purchase  price was further reduced to $0.56 per share,  and  the
maturity  date of the 8% Notes was further extended to March  31,
2009 by a second amendment to the Indenture and Warrant Agreement
dated  March  28,  2006 and approved by the requisite  number  of
holders of the 8% Notes.

On  October  23,  2008, the Company, Trustee  and  Warrant  Agent
entered  into a Third Amendment to Indenture, Securities, Warrant
Agreement  and Warrant Certificates (the "Third Amendment")  that
extended the maturity date of the 8% Notes to March 31, 2019.

The  Third  Amendment  was approved by more  than  two-thirds  in
principal amount of the holders of 8% Notes effective November 4,
2008,  in  accordance with Section 6.07 and Section 9.02  of  the
Indenture.

The  description  of  the Third Amendment  is  qualified  in  its
entirety by reference to the full text of such amendment, a  copy
of  which  is  filed  as Exhibit 4.5 hereto and  is  incorporated
herein by reference.


                              -16-

                            PART III


ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The  names,  ages,  periods of service as a  director,  principal
occupations,  business experience and election of  our  directors
are set forth in the Information Statement on Schedule 14C, filed
with  the Commission on November 24, 2009 in the section entitled
"Directors,"   which  information  is  incorporated   herein   by
reference.


Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of the Section 16(a) reports filed  with
the  SEC  and  written representations provided to Igene  by  its
officers  and directors, and holders of more than ten percent  of
any  class of Igene's registered securities, Igene believes  that
during  fiscal year 2009, (i) one delinquent Form 4 was filed  by
Stephen   Hiu  resulting  in  two  transactions  being   untimely
reported,  (ii) three delinquent Form 4s were filed by Thomas  L.
Kempner  resulting  in 18 transactions being  untimely  reported,
(iii)  two  delinquent  Form 4s were filed  by  Michael  Kimelman
resulting in 11 transactions being untimely reported and (iv) one
delinquent Form 4 was filed by Patrick Monahan resulting  in  two
transactions being untimely reported.

Code of Ethics

Due  to  the size of Igene and its current operations, Igene  has
not  adopted  a  code of ethics for its principal  executive  and
financial officers. Igene's board of directors will revisit  this
issue  in the future to determine if adoption of a code of ethics
is  appropriate.  In the meantime, Igene's management intends  to
promote  honest and ethical conduct, full and fair disclosure  in
its   reports   to  the  SEC,  and  compliance  with   applicable
governmental laws and regulations.

Corporate Governance

The Audit Committee of the Board of Directors is comprised of one
member:  Michael G. Kimelman.  Mr. Kimelman is an audit committee
financial expert as defined in Item 407(d)(5)(ii) of Regulation S-
K.  Under the Nasdaq Marketplace Rules, in addition to satisfying
the  independent director requirements under Rule  4200  of  such
rules,  audit  committee members must also meet the criteria  for
independence set forth in Rule 10A-3(b)(1) under the Exchange Act
(subject to the exemptions provided in Rule 10A-3(c)): they  must
not  accept  any consulting, advisory, or other compensatory  fee
from the Company other than for board service, and they must  not
be  an  affiliated person of the Company.  Mr.  Kimelman  is  not
considered independent under the audit committee standards of the
Nasdaq Marketplace Rules.


ITEM 11.  EXECUTIVE COMPENSATION

The  following  tables show the compensation paid or  accrued  by
Igene  to  each  of  the  three officers  (the  "named  executive
officers").

Summary Compensation Table

<TABLE>
<CAPTION>
                                                                    All Other
Name and                                                            Compensation
Principal Position   Year      Salary ($)<FN1>    Stock Awards ($)  ($) <FN2>         Total ($)
__________________   _______   ________________   _______________   _______________   _______________

<S>                  <C>       <C>                <C>               <C>               <C>

Stephen Hiu          2009      $ 177,060          $       0         $  15,555         $ 192,615
President            2008        163,575                  0            11,189           174,764
                     2007        153,886                  0             6,396           160,282

Patrick Monahan      2009        154,790                  0            14,155           168,945
Vice President       2008        140,773                  0            10,225           150,998
Secretary and        2007        137,914              10,000<FN3>       5,968           153,882
Director of
Manufacturing

Edward Weisberger    2009        156,752                  0            14,704           171,456
Chief Financial      2008        145,973                  0             9,473           155,446
Officer              2007        132,793                  0             5,712           138,505

<FN>

<FN1>  Gross salary of the named executive officers listed.

<FN2>  Includes  annual  taxable compensation for health  insurance
       premium and employer match of 401(k).

<FN3>  Includes issuance of 1,000,000 shares of Igene common  stock
       at  $0.01  per share value based on current stock  price  in
       addition to restriction and blockage discounts.
</FN>
</TABLE>

There are no  employment  agreements  or arrangements, written or
unwritten, for any of the executive officers.

Outstanding Equity Awards at Fiscal Year-End

The   following  table  sets  forth  information  concerning  the
outstanding equity awards of each of the named executive officers
as of December 31, 2008.  All options reflected on the table were
repurchased  for restricted shares during 2009 and balances  were
zero as of December 31, 2009.

<TABLE>
<CAPTION>
                  Number of Securities
                  Underlying
                  Unexercised Options     Option Exercise   Option Expiration
Name              (#) Exercisable         Price ($/Share)   Date
_______________   ____________________   ________________   __________________
<S>               <C>                    <C>                <C>
Stephen Hiu           2,000,000                0.05             01/19/2010
                         45,000                0.065            01/02/2011
                      4,800,000                0.025            08/13/2012
                      5,000,000                0.10             06/25/2014

Patrick Monahan       1,317,500                0.05             01/19/2010
                      2,900,000                0.025            08/13/2012
                      2,000,000                0.10             06/25/2014

Edward Weisberger     2,500,000                0.05             12/01/2011
                        500,000                0.10             06/25/2014
                      1,500,000                0.027            12/09/2015
</TABLE>

Retirement Plans

Effective February 1, 2004, Igene discontinued use of the  Simple
Retirement  Plan  and  began  use of a 401(k)  savings/retirement
plan,  or  401(k) Plan. The 401(k) Plan permits Igene's  eligible
employees  to  defer annual compensation, subject to  limitations
imposed  by the Internal Revenue Code.  All employees  that  have
been employed for six months are eligible for the plan.  The plan
permits  elective  contributions by  Igene's  eligible  employees

                              -18-

based  under  the  Internal Revenue Code, which  are  immediately
vested and non-forfeitable upon contribution to the 401(k)  Plan.
Effective  January 1, 2004, Igene made an elective  contribution,
subject  to  limitations,  of  4%  of  each  eligible  employee's
compensation  for each year.  For 2008 that amount was  increased
to  5%.  Igene's contributions to the plan for 2009 and 2008 were
$47,081  and  $42,657, respectively, which  is  expensed  in  the
statement of operations.

Life Insurance Plans

Igene  provides life insurance benefits to its employees that  in
the  event  of  an employee's death would pay to  the  employee's
beneficiary  two  times  the  employee's  annual  salary,  up  to
$150,000.

Severance Benefit

In  cases where a termination of employment is initiated by Igene
for economic reasons (e.g. reduction in force, reorganization  or
position  elimination), it is Igene's policy that the  terminated
employee will receive one week of severance at base pay for  each
year of service, up to a maximum of 12 weeks.

Compensation of Directors

None  of  Igene's directors were compensated for  their  services
during   fiscal   2009.   Directors  Hiu  and  Monahan   received
compensation  in  their  capacities  as  officers  of  Igene,  as
reported in the Summary Compensation Table above.

Stock Option Plans

Igene currently maintains one stock incentive plan.  Igene's 2001
Stock  Incentive Plan (the "Plan") succeeded Igene's  1997  Stock
Option  Plan, which succeeded Igene's 1986 Stock Option Plan,  as
amended.  The Plan was approved by Igene's stockholders  on  June
12,  2001,  and  authorized  for issuance  restricted  stock  and
options to purchase up to 55,000,000 shares of common stock.  The
number of shares authorized for incentive awards was increased on
November 3, 2008, to 300,000,000.

The purpose of the Plan is to further the long-term stability and
financial  success of Igene by attracting and retaining employees
and consultants through the use of stock-based incentives, and to
provide  non-employee members of the Board of Directors  with  an
additional  incentive to promote the success  of  Igene.   It  is
believed that ownership of Igene common stock will stimulate  the
efforts   of   those  employees,  consultants  and   non-employee
directors upon whose judgment and interests Igene is and will  be
largely  dependent upon the successful conduct of  its  business.
It  is  also believed that incentive awards granted to  employees
under  this Plan will strengthen their desire to remain  employed
with  Igene  and  will further the identification  of  employees'
interests with those of Igene.

Options  are exercisable at such rates and times as may be  fixed
by  the committee.  Options also become exercisable in full  upon
(i)  the holder's retirement on or after his 65th birthday,  (ii)
the  disability  or  death of the holder, or  (iii)  under  other
circumstances  as  determined  by  the  compensation   committee.
Options  generally terminate on the tenth business day  following
cessation  of  service  as an employee, director,  consultant  or
independent contractor.

Options  may be exercised by payment in full of the option  price
in cash or by check, or by delivery of previously-owned shares of
common  stock  having a total fair market value on  the  date  of
exercise  equal to the option price, or by such other methods  as
permitted by the committee.

The  Plan  contains  anti-dilution provisions  in  the  event  of
certain corporate transactions.

The  Board of Directors may at any time withdraw from, or  amend,
the  Plan  and  any options not heretofore granted.   Stockholder
approval  is  required  to  (i) increase  the  number  of  shares
issuable  under  the Plan, (ii) increase the  number  of  options
which  may be granted to any individual during a year,  (iii)  or
change  the class of persons to whom options may be granted.   No
options shall be granted under the Plan after April 30, 2011.

No  options  to  acquire shares of common stock were  outstanding
under the Plan as of December 31, 2009.

                              -19-

ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL  OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The  following table sets forth information as of March 9,  2010,
with  respect  to  beneficial  ownership  of  shares  of  Igene's
outstanding common stock by (i) each person known to Igene to own
or beneficially own more than five percent of its common stock or
preferred  stock,  (ii) each director of Igene,  and  (iii)  each
named  executive  officer, and (iv) all directors  and  executive
officers  as a group.  On March 9, 2010, there were 1,560,426,565
shares  of common stock issued and outstanding.  Shares of common
stock  subject  to options or warrants currently  exercisable  or
exercisable  within  60 days of February  18,  2010,  are  deemed
outstanding  for computing the share ownership and percentage  of
the  person holding such options and warrants, but are not deemed
outstanding  for  computing the percentage of any  other  person.
Unless otherwise noted, each beneficial owner listed on the table
below has sole voting and investment power with respect to his or
her  shares beneficially owned.  No shares of preferred stock are
beneficially owned by the persons listed below.

<TABLE>
<CAPTION>

                                                    Common Stock
                                          __________________________________
                                          Number of
Name and Address                          Shares                 Percent (%)
________________                          ____________________   ___________

<S>                                       <C>                    <C>
Directors and officers
______________________

Stephen F. Hiu                                 11,526,633<FN1>         0.74
  9110 Red Branch Road
  Columbia, MD 21045

Thomas L. Kempner                             543,901,561<FN2>        34.84
  61 Broadway
  New York, NY 10006

Michael G. Kimelman                           146,069,174<FN3>         9.10
  100 Park Avenue
  New York, NY 10017

Sidney R. Knafel                              532,711,201<FN4>        34.12
  810 Seventh Avenue
  New York, NY 10019

Patrick F. Monahan                              7,637,200<FN5>         0.49
  9110 Red Branch Road
  Columbia, MD 21045

Edward J. Weisberger                            4,049,697<FN6>         0.26
  9110 Red Branch Road
  Columbia, MD 21045

All Directors and Officers                  1,241,895,466<FN7>        79.55
  as a Group (6 persons)

Others
_______

Sheila Baird                                  111,559,750<FN8>         7.15
  100 Park Avenue
  New York, NY 10017

<FN>
<FN1>  Includes 11,526,633 shares held directly or indirectly  by Dr. Hiu.

<FN2>  Includes 268,895,202 shares held directly or indirectly  by  Mr.  Kempner.
       Also  includes  (i)  263,800,317  shares  held   by  a  trust  under which
       Mr.  Kempner  is  one  of  two  trustees  and  the  sole  beneficiary  and
       (ii)  11,206,042  shares  held by trusts under which Mr. Kempner is one of
       two trustees and is  a  one-third  beneficiary.  Mr. Kempner shares voting
       and investment power with respect to the shares listed in (i)-(ii) above.

<FN3>  Includes 142,069,174 shares held directly or indirectly  by  Mr. Kimelman.

<FN4>  Includes 532,711,201 shares held directly or indirectly  by  Mr. Knafel.

<FN5>  Includes 7,637,200 shares held directly or indirectly by Mr.  Monahan.

<FN6>  Includes 4,049,697 shares held directly by Mr. Weisberger.

<FN7>  Includes 1,241,895,466 shares of common stock.

<FN8>  Includes 111,559,750 shares held directly or indirectly  by  Ms. Baird.

</FN>

</TABLE>

Equity Incentive Plans

The   information   set  forth  under  the  caption   "Securities
Authorized  for Issuance Under Equity Incentive Plans" under Item
5  of  this Annual  Report on Form 10-K is hereby incorporated by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
          DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

On  June  16,  2009, the Board of Directors of Igene  approved  a
repurchase   of  all  outstanding  employee  stock  options   and
warrants.   It  was agreed to repurchase 51,425,000  options  and
warrants,  using 41,900,456 shares of restricted stock.   Holders
of  options  and  warrants  were contacted  and  agreements  were
reached.   On  July 16, 2009, shares were issued and options  and
warrants were cancelled.

On  November  28,  2008,  Igene commenced offerings  to  exchange
shares  of  its common stock for its publicly and privately  held
debt.   Much  of  Igene's indebtedness was held  by  current  and
former  directors.  The related party transactions in  connection
with the exchange offerings are described below:

  -  As  a  result  of  this  transaction, 33,185,622  shares  of
     Igene's  common  stock were issued to each of Thomas Kempner
     and Sidney Knafel, directors of the Company, in exchange for
     the  5%  convertible  debenture  in  the principal amount of
     $381,000  and  $33,820  in related interest, held by each of
     them.

  -  As  a  result  of  this  transaction, 152,729,546 shares  of
     Igene's  common  stock were issued to each of Thomas Kempner
     and Sidney Knafel, directors of the Company, in exchange for
     the  8%  convertible  debenture  in  the principal amount of
     $1,107,106  and  $655,170  in related interest and warrants,
     held by each of them.

  -  As  a  result  of  this  transaction, 279,625,624 shares  of
     Igene's  common  stock  were issued to  Thomas  Kempner  and
     276,004,622  shares  of  Igene's common stock were issued to
     Sidney Knafel,  directors  of  the  Company, in exchange for
     their 8% notes and accrued interest.

  -  As  a  result  of  this  transaction, 51,070,264  shares  of
     Igene's  common  stock  were  issued  to  Thomas Kempner and
     43,324,547 shares  of  Igene's  common  stock were issued to
     Sidney Knafel,  directors  of  the  Company, in exchange for
     their variable rate demand notes and accrued interest.

In  order  to  provide the Company with working  capital  as  the
inventory received from the termination of the joint venture with
Tate  &  Lyle PLC  is sold and the receivables are collected,  on
December  12,  2007,  the Company issued and  sold  an  aggregate
principal  amount of $300,000 in 8.5% secured notes, $150,000  to
each  of  Thomas  Kempner  and Sidney Knafel.   These  notes  are
secured  by  the  accounts receivable  of  the  Company.   As  of
December  31, 2009 these notes have accrued $31,875 of  interest,
and no payments have been made.

On  October  15, 2007, Mr. Monahan, the Company's Vice President,
Secretary  and  Director of Manufacturing, was  issued  1,000,000
shares  of  the  Company's common stock, valued  at  $21,000,  in
connection  with  his  employment  with,  and  services  to,  the

                              -21-

Company.  The shares of common stock were issued pursuant to  the
exemption  from registration provided under Section 4(2)  of  the
Securities Act of 1933, as amended.

In  order to provide the Company with sufficient funds to  settle
the  litigation with the holders of the convertible notes  issued
by  the Company in 2001, on February 15, 2007, the Company issued
and  sold  an  aggregate  principal  amount  of  $762,000  in  5%
convertible  debentures, $381,000 to each of Thomas  Kempner  and
Sidney  Knafel,  directors of the Company.  These debentures  are
convertible  into shares of the Company's common stock  at  $0.02
per  share  based  on  the offer made to the  original  debenture
holders as the market price of the Company's common shares as  of
February  26, 2007.  As reported above, these debentures  in  the
aggregate principal amount of $762,000, and the related  interest
in   the  aggregate  amount  of  $67,641,  were  converted   into
66,371,244 shares of Igene's common stock in connection with  the
exchange offerings.

Director Independence

Since Igene is not a listed company, it has determined to apply
rule 4200(a)(15) of the Nasdaq Marketplace Rules to determine
independence of its directors.  Based on such rule, Igene has
determined that none of its directors are deemed to be
independent and that, accordingly, the sole member of its audit
committee, Michael G. Kimelman, is not independent.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

                  REGISTERED PUBLIC ACCOUNTANTS

The  accounting  firm  of  M&K CPAS,  PLLC  ("M&K")  audited  the
financial statements of the Company for the fiscal years 2009 and
2008.   M&K  has advised the Company that neither the  accounting
firm  nor  any  of  its  members or  associates  has  any  direct
financial  interest in or any connection with the  Company  other
than as independent public auditors.

                     AUDIT FEES AND SERVICES

The following table shows the aggregate fees paid or accrued by
the Company for the audit and other services provided by M&K for
fiscal years 2009 and 2008:

<TABLE>
<CAPTION>
                        FY 2009         FY 2008
                      ___________     ____________
<S>                   <C>             <C>
Audit Fees            $   70,000      $    85,000
Audit-Related Fees             0                0
Tax Fees                       0            1,500
All Other Fees                 0                0
                      __________      ___________

       TOTAL          $   70,000      $    86,500

</TABLE>

Audit  services provided by M&K for fiscal years  2009  and  2008
consisted  of the audit of the consolidated financial  statements
and  quarterly  reviews  of  financial  statements.   "Tax  Fees"
include  charges primarily related to tax return preparation  and
tax consulting services.

In  2003,  the  SEC adopted a rule pursuant to the Sarbanes-Oxley
Act  of  2002  that,  except with respect to certain  de  minimis
services  discussed below, requires audit committee  pre-approval
of  audit  and  non-audit  services  provided  by  the  Company's
independent  auditors.   The  audit committee  reviews  and  pre-
approves audit and non-audit services of the independent auditors
in  conformity with the requirements of Sarbanes-Oxley.   All  of
the  2009 and 2008 services described above were pre-approved  by
the audit committee pursuant to this SEC rule.


                              -22-


ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits  filed herewith or incorporated by reference herein  are
set forth in the following table prepared in accordance with Item
601 of Regulations S-K.

EXHIBIT                      DESCRIPTION
NO.

3.1     Articles  of  Incorporation of  the  Registrant,  as
        amended   as  of  November  17,  1997,  constituting
        Exhibit  3.1 to the Registration Statement No.  333-
        41581  on  Form SB-2 filed with the SEC on  December
        5, 1997, are hereby incorporated by reference.

3.2     Articles  of  Amendment to Articles of Incorporation
        of  the  Registrant, constituting Exhibit 3.1(b)  to
        the Registration Statement No. 333-76616 on Form  S-
        8  filed  with  the  SEC on January  11,  2002,  are
        hereby incorporated by reference.

3.3     By-Laws of the Registrant, constituting Exhibit  3.2
        to the Registration Statement No. 33-5441 on Form S-
        1  filed  with  the SEC on May 6, 1986,  are  hereby
        incorporated by reference.

4.1     Form   of  Variable  Rate  Convertible  Subordinated
        Debenture  Due 2002 (Class A), constituting  Exhibit
        4.4  to  the  Registration Statement No. 33-5441  on
        Form  S-1  filed  with the SEC on May  6,  1986,  is
        hereby incorporated by reference.

4.2     Form of Indenture by and between the Registrant  and
        American  Stock  Transfer  and  Trust  Company,   as
        Trustee,  dated as of March 31, 1998,   constituting
        Exhibit  4.2 to the Registration Statement No.  333-
        41581  on Form SB-2/A filed with the SEC on  January
        23, 1998, is hereby incorporated by reference.

4.3     First  Amendment  to Indenture, Securities,  Warrant
        Agreement  and Warrant Certificates by  and  between
        Registrant  and  American Stock Transfer  and  Trust
        Company  dated  as  of March 18, 2003,  constituting
        Exhibit  10.11 to the Quarterly Report on  Form  10-
        QSB  filed  with the SEC on May 14, 2003, is  hereby
        incorporated by reference.

4.4     Second  Amendment to Indenture, Securities,  Warrant
        Agreement  and Warrant Certificates by  and  between
        Registrant  and  American Stock Transfer  and  Trust
        Company  dated  as  of March 28, 2006,  constituting
        Exhibit  4.5  to  the Annual Report on  Form  10-KSB
        filed  with  the  SEC on April 13, 2006,  is  hereby
        incorporated by reference.

4.5     Third  Amendment  to Indenture, Securities,  Warrant
        Agreement  and Warrant Certificates by  and  between
        Registrant  and  American Stock Transfer  and  Trust
        Company dated as of October 23, 2008.*

10.1    Form  of  Conversion and Exchange Agreement used  in
        May  1988  in  connection with  the  conversion  and
        exchange  by certain holders of shares of  preferred
        stock  for  common stock and Warrants,  constituting
        Exhibit 10.19 to the Registration Statement No.  33-
        5441  on Form S-1 filed with the SEC on May 6, 1986,
        is hereby incorporated by reference.

10.2    Preferred  Stockholders' Waiver Agreement dated  May
        5,   1988,   constituting  Exhibit   10.3   to   the
        Registration  Statement No.  33-23266  on  Form  S-1
        filed  with  the  SEC on July 22,  1988,  is  hereby
        incorporated by reference.

10.3    Form   of  Agreement  between  the  Registrant   and
        Certain   Investors   in   Preferred   Stock   dated
        September  30,  1987, constituting Exhibit  10.4  to
        the  Registration Statement No. 33-23266 on Form  S-
        1/A, is hereby incorporated by reference.

10.4    Agreement   of  Lease  between  Columbia   Warehouse
        Limited  Partnership  and the  Registrant  effective
        December  15,  1995, constituting Exhibit  10.13  to
        the  Annual Report on Form 10-KSB filed with the SEC
        on   April  12,  1996,  is  hereby  incorporated  by
        reference.

10.5    First Amendment to Lease between the Registrant  and
        Red  Branch  Center,  LLC made September  13,  2000,
        constituting  Exhibit 10.8 to the Annual  Report  on
        Form 10-KSB filed with the SEC on April 2, 2001,  is
        hereby incorporated by reference.

                              -23-

10.6    Separation  Agreement  between  the  Registrant  and
        Tate  & Lyle Fermentation Products Ltd. dated as  of
        October 31, 2007, constituting Exhibit 10.1  to  the
        Current  Report on Form 8-K filed with  the  SEC  on
        November   6,   2007,  is  hereby  incorporated   by
        reference.

10.7    Limited  Liability  Company Agreement  dated  as  of
        January   8,   2009  between  Archer-Daniels-Midland
        Company  and  the  Registrant, constituting  Exhibit
        10.1  to  the Current Report on Form 8-K filed  with
        the  SEC on January 21, 2009, is hereby incorporated
        by  reference. [Portions of this exhibit  have  been
        omitted  pursuant  to  a  request  for  confidential
        treatment.]

21.1    Subsidiaries*

31.1    Rule  13a-14(a)  or 15d-14(a) Certification  of  the
        Registrant's principal executive officer.*

31.2    Rule  13a-14(a)  or 15d-14(a) Certification  of  the
        Registrant's principal financial officer.*

32.1    Rule  13a-14(b)  or 15d-14(b) Certification  of  the
        Registrant's  principal executive  officer  pursuant
        to  18  U.S.C. Section 1350 as adopted  pursuant  to
        Rule 906 of the Sarbanes-Oxley Act of 2002.*

32.2    Rule  13a-14(b)  or 15d-14(b) Certification  of  the
        Registrant's  principal financial  officer  pursuant
        to  18  U.S.C. Section 1350 as adopted  pursuant  to
        Rule 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith

                              -24-

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     _______________________________________________________

To the Board of Directors
IGENE Biotechnology, Inc.
Columbia, Maryland

We  have audited the accompanying consolidated balance sheets  of
IGENE  Biotechnology, Inc. as of December 31, 2009 and 2008,  and
the  related consolidated statements of operations, stockholders'
deficiency  and  cash  flows  for the  years  then  ended.  These
financial  statements  are the responsibility  of  the  Company's
management. Our responsibility is to express an opinion on  these
financial statements based on our audits.

We  conducted  our  audits in accordance with  standards  of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audits to  obtain
reasonable  assurance about whether the financial statements  are
free  of  material misstatement. The Company is not  required  to
have,  nor  were we engaged to perform, an audit of its  internal
control    over   financial   reporting.   Our   audit   included
consideration of internal control over financial reporting  as  a
basis for designing audit procedures that are appropriate in  the
circumstances, but not for the purpose of expressing  an  opinion
on  the  effectiveness  of the Company's  internal  control  over
financial reporting. Accordingly, we express no such opinion.  An
audit  includes  examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as  evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  IGENE  Biotechnology, Inc. as of December 31, 2009 and  2008,
and  the results of its operations and cash flows for the periods
described   above   in  conformity  with  accounting   principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
that  the  Company will continue as a going concern. As discussed
in  Note 13 to the financial statements, the Company has suffered
recurring  losses from operations which raises substantial  doubt
about  its  ability to continue as a going concern.  Management's
plans regarding those matters also are described in Note 13.  The
consolidated financial statements do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC
____________________
    M&K CPAS, PLLC

www.mkacpas.com
_______________
Houston, Texas

March 31, 2010

                              -25-

<TABLE>
<CAPTION>

                               IGENE Biotechnology, Inc. and Subsidiary
                                     Consolidated Balance Sheets


                                                                          December 31,
                                                                _______________________________
                                                                          2009             2008
                                                                ______________   ______________
<S>                                                             <C>              <C>
ASSETS
______
CURRENT ASSETS
  Cash and cash equivalents                                     $   1,295,222    $   1,488,011
  Accounts receivable                                                   1,929        1,045,767
  Inventory                                                               ---        2,398,520
  Due from Naturxan - related party                                 2,318,085              ---
  Prepaid expenses and other current assets                            44,452           23,702
                                                                ______________   ______________
    TOTAL CURRENT ASSETS                                            3,659,688        4,956,000

  Property and equipment, net                                         852,894          831,838
  5 year non-compete, net                                              92,386          123,181
  Intellectual property                                               149,670          149,670
  Other assets                                                          5,125            5,125
                                                                ______________   ______________

    TOTAL ASSETS                                                $   4,759,763    $   6,065,814
                                                                ==============   ==============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
________________________________________
CURRENT LIABILITIES
  Accounts payable and accrued expenses                         $     465,405    $   2,849,455
  Guarantee in debt of Naturxan - related party                     1,094,502              ---
                                                                ______________   ______________

    TOTAL CURRENT LIABILITIES                                       1,559,907        2,849,455

LONG-TERM DEBT
  Notes payable, net                                                  363,874          353,598
  Contingent liability on joint venture separation                  5,000,000        5,000,000
  Accrued interest                                                    338,059          307,247

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative,
  convertible, voting, series A, $0.01 par value per share.
  Stated value $21.60 and $20.96, respectively per share.
  Authorized 1,312,500 shares; issued and outstanding 11,134
  shares.  Redemption amount $240,494 and $233,377,
  respectively.                                                       240,494          233,377
                                                                ______________   ______________

    TOTAL LIABILITIES                                               7,502,334        8,743,677
                                                                ______________   ______________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock -- $0.01 par value per share.  Authorized
    3,000,000,000 shares; issued and outstanding 1,560,404,297
    and 1,518,503,841 shares respectively                          15,604,043       15,185,038
  Additional paid-in capital                                       34,466,644       34,885,649
  Accumulated deficit                                             (52,871,514)     (52,730,767)
Accumulated other comprehensive income (loss)                          58,256          (17,783)
                                                                ______________   ______________

    TOTAL STOCKHOLDERS' DEFICIENCY                                 (2,742,571)      (2,677,863)
                                                                ______________   ______________

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY              $   4,759,763    $   6,065,814
                                                                ==============   ==============


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

</TABLE>
                              -26-

<TABLE>
<CAPTION>
                             IGENE Biotechnology, Inc. and Subsidiary
                              Consolidated Statements of Operations


                                                                       December 31,
                                                            ________________________________
                                                                       2009             2008
                                                            _______________  _______________
<S>                                                         <C>              <C>
REVENUE
_______
   Sales                                                    $    3,957,903   $    7,644,477
   Cost of sales                                                 2,942,340        6,395,062
                                                            _______________  _______________

   GROSS PROFIT                                                  1,015,563        1,249,415

   LOSS OF JOINT VENTURE                                        (1,094,502)             ---
                                                            _______________  _______________
OPERATING EXPENSES
__________________
   Marketing and selling                                           387,916          731,094
   Research, development and pilot plant                         1,851,118        1,655,908
   General and administrative                                      838,062        1,050,703
   Less expenses reimbursed by Joint Venture                    (2,086,166)             ---
                                                            _______________  _______________

   TOTAL OPERATING EXPENSES                                        990,930        3,437,705
                                                            _______________  _______________

   OPERATING (LOSS)                                             (1,069,869)      (2,188,290)

   OTHER INCOME                                                  1,026,642          225,813

INTEREST EXPENSE (including amortization of debt
  discount of $10,276 for 2009, and $1,294,680 for 2008)           (97,520)      (2,028,460)
                                                            _______________  _______________
   NET (LOSS)                                               $     (140,747)  $   (3,990,937)
                                                            _______________  _______________
OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign exchange translation gain (loss)                         76,039          (17,783)

   TOTAL COMPREHENSIVE LOSS                                 $      (64,708)  $   (4,008,720)
                                                            ===============  ===============
   NET (LOSS) PER COMMON SHARE BASIC AND FULLY DILUTED      $         0.00   $        (0.02)

                                                            ===============  ===============
   WEIGHTED AVERAGE SHARES OUTSTANDING                       1,537,789,530      187,037,119
                                                            ===============  ===============

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

</TABLE>

                              -27-
<TABLE>
<CAPTION>

                                            IGENE Biotechnology, Inc. and Subsidiary
                                      Consolidated Statements of Stockholders' Deficiency
                                             Years ended December 31, 2009 and 2008



                                             Common Stock             Additional
                                    _____________________________     Paid-in      Accumulated    Comprehensive  Stockholders'
                                       # Shares         Amount        Capital        Deficit      Income (Loss)  Deficiency
                                    ______________  _____________   _____________  _____________  _____________  _____________
<S>                                 <C>             <C>             <C>            <C>            <C>            <C>
Balance at December 31, 2007          110,337,072   $  1,103,371    $ 33,276,687   $(48,739,830)  $        ---   $(14,359,772)
                                    ______________  _____________   _____________  _____________  _____________  _____________

Exchange of debt for equity           645,956,606      6,459,566       1,765,419            ---            ---      8,224,985

Exchange of debt for equity           762,210,163      7,622,101        (156,457)           ---            ---      7,465,644

Loss due to currency translation              ---            ---             ---            ---        (17,783)       (17,783)

Net loss for 2008                             ---            ---             ---     (3,990,937)           ---     (3,990,937)
                                    ______________  _____________   _____________  _____________  _____________  _____________


Balance at December 31, 2008        1,518,503,841   $ 15,185,038    $ 34,885,649   $(52,730,767)  $    (17,783)  $ (2,677,863)
                                    ______________  _____________   _____________  _____________  _____________  _____________

Exchange of employee
  options for equity                   41,900,456        419,005        (419,005)           ---            ---            ---

Gain due to currency
  translation                                 ---            ---             ---            ---         76,039         76,039

Net loss for 2009                             ---            ---             ---       (140,747)           ---       (140,747)
                                    ______________  _____________   _____________  _____________  _____________  _____________

Balance at December 31, 2009        1,560,404,297   $ 15,604,043    $ 34,466,644   $(52,871,514)  $     58,256   $ (2,742,571)
                                    ==============  =============   =============  =============  =============  =============



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

</TABLE>

                              -28-

<TABLE>
<CAPTION>

                                IGENE Biotechnology, Inc. and Subsidiary
                                 Consolidated Statements of Cash Flows


                                                                           December 31,
                                                                __________________________________
                                                                            2009              2008
                                                                ________________  ________________
<S>                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
____________________________________
  Net (loss)                                                    $      (140,747)  $    (3,990,937)
  Adjustments to reconcile net loss to net
  cash provided by operating activities:
     Amortization of debt discount                                       10,276         1,294,680
     Depreciation                                                       150,723           107,821
     Loss of joint venture                                            1,094,502               ---
     Gain on forgiveness of debt                                     (1,025,741)              ---
     Advances to joint venture                                       (2,318,085)              ---
     Amortizations of customer contracts and non-compete                 30,795           264,454
     Increase in preferred stock for cumulative dividend
     classified as interest                                               7,117             7,134
  Decrease (increase) in:
     Accounts receivable                                              1,043,838         1,673,117
     Inventory                                                        2,398,520         5,661,257
     Prepaid expenses and other assets                                  (20,750)           14,649
  Increase (decrease) in:
     Accounts payable and other accrued expenses                     (1,327,497)       (4,326,565)

                                                                ________________  ________________

     NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                   (97,049)          705,610
                                                                ________________  ________________

CASH FLOWS FROM INVESTING ACTIVITIES
____________________________________
  Cash used for purchase of property and equipment                     (171,779)         (226,166)
                                                                ________________  ________________
     NET CASH USED IN INVESTING ACTIVITIES                             (171,779)         (226,166)
                                                                ________________  ________________

CASH FLOWS FROM FINANCING ACTIVITIES
____________________________________
     NET CASH PROVIDED BY FINANCING ACTIVITIES                              ---               ---
                                                                ________________  ________________

GAIN (LOSS) DUE TO CURRENCY TRANSLATION                                  76,039           (17,783)

NET DECREASE IN CASH AND CASH EQUIVALENTS                               192,789           461,661

CASH AND CASH EQUIVALENTS - BEGINNING OF THE YEAR                     1,488,011         1,026,350
                                                                ________________  ________________
CASH AND CASH EQUIVALENTS - END OF THE YEAR                     $     1,295,222   $     1,488,011
                                                                ================  ================

SUPPLEMENTARY DISCLOSURE AND CASH FLOW INFORMATION
__________________________________________________
  Cash paid during the year for interest                        $           ---   $           ---
  Cash paid during the year for income taxes                                ---               ---

NON-CASH TRANSACTIONS
_____________________
  Exchange of debt for common stock                             $           ---   $    15,690,630
  Exchange of options for common stock                          $       419,005   $           ---



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

</TABLE>

                                -29-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


(1) Summary of Significant Accounting Policies
    __________________________________________

    Nature of Operations
    ____________________

    Igene  Biotechnology, Inc. ("Igene") was  incorporated  under
    the  laws  of the State of Maryland on October 27,  1981,  as
    "Industrial Genetics, Inc."  Igene changed its name  to  "IGI
    Biotechnology,  Inc."  on  August 17,  1983,  and  to  "Igene
    Biotechnology, Inc." on April 14, 1986.  Igene is located  in
    Columbia,  Maryland, has an operational subsidiary in  Chile,
    and  through  February  2003, had  a  subsidiary  in  Norway.
    Igene  was  formed to develop, produce and market value-added
    specialty  biochemical  products.  Igene  is  a  supplier  of
    natural astaxanthin, an essential nutrient in different  feed
    applications  and  a  source of pigment for  coloring  farmed
    salmon   species.    Igene  is  also  venturing   to   supply
    astaxanthin as a nutraceutical ingredient.  Igene is  focused
    on   fermentation  technology,  pharmacology,  nutrition  and
    health   in   its  marketing  of  products  and  applications
    worldwide.

    Igene  has  devoted  its  resources  to  the  development  of
    proprietary  processes to convert selected  agricultural  raw
    materials  or  feedstocks into commercially useful  and  cost
    effective   products   for  the  food,   feed,   flavor   and
    agrochemical  industries.  In developing these processes  and
    products,  Igene has relied on the expertise  and  skills  of
    its  in-house  scientific staff and,  for  special  projects,
    various consultants.

    In  an  effort to develop a dependable source of  production,
    on  March  19,  2003,  Tate & Lyle  PLC  ("Tate")  and  Igene
    announced  a  50:50  joint venture (the "Joint  Venture")  to
    produce AstaXin(R) for  the aquaculture industry.  Production
    utilized  Tate's  fermentation capability together  with  the
    unique   technology  developed  by  Igene.  Part  of   Tate's
    existing Selby, England citric acid facility was modified  to
    include   the   production  of  1,500  tons  per   annum   of
    astaxanthin.

    On   October  31,  2007,  Igene  and  Tate  entered  into   a
    Separation Agreement pursuant to which the Joint Venture  was
    terminated.  As part of the Separation Agreement, Igene  sold
    to  Tate its 50% interest in the Joint Venture and the  Joint
    Venture  sold  to Igene its intellectual property,  inventory
    and  certain assets and lab equipment utilized by  the  Joint
    Venture  as  well  as  Igene's  subsidiary  in  Chile.    The
    purchase price paid by Tate to Igene for its 50% interest  in
    the  Joint Venture was 50% of the Joint Venture's net working
    capital.   The purchase price paid by Igene for the inventory
    was  an  amount  equal  to  50% of the  Joint  Venture's  net
    working  capital, the assumption of various  liabilities  and
    the  current  market price of the inventory,  less  specified
    amounts.  In addition, Igene agreed to pay to Tate an  amount
    equal  to  5%  of  Igene's gross revenues from  the  sale  of
    astaxanthin up to a maximum of $5,000,000.  Tate  agreed  for
    a  period  of  five  years not to engage in  the  astaxanthin
    business.

    On  January  8,  2009, Igene entered into an  agreement  with
    Archer-Daniels-Midland Company ("ADM") pursuant to which  the
    Company  and  ADM  formed  a joint  venture  ("Naturxan")  to
    manufacture  and  sell  astaxanthin and  derivative  products
    throughout the world.  Each of the Company and ADM has a  50%
    ownership  interest in Naturxan and has equal  representation
    on the Board of Managers of Naturxan.

    Principles of Consolidation
    ___________________________

    The  accounts  of  our other wholly-owned  subsidiary,  Igene
    Chile,  are included in the consolidation of these  financial
    statements.    All  significant  intercompany  accounts   and
    transactions have been eliminated in consolidation.

    Cash and Cash Equivalents
    _________________________

    Igene  considers  cash equivalents to be  short-term,  highly
    liquid  investments  that have original  maturities  of  less
    than  90  days.  These include interest bearing money  market
    accounts.  There were no cash equivalents as of December  31,
    2009 or 2008.

                               -30-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


    Accounts Receivable
    ___________________

    Accounts  receivable  are  stated at  the  amount  management
    expects   to   collect   from   the   outstanding   balances.
    Management   provides  for  probable  uncollectible   amounts
    through  a  charge to earnings and a credit  to  a  valuation
    allowance   based  upon  its  assessment   of   the   current
    collection   status  of  individual  accounts.     Delinquent
    amounts  that are outstanding after management has  conducted
    reasonable  collection  efforts are  written  off  through  a
    charge  to  the valuation allowance and a credit to  accounts
    receivable.   Management  has  determined  no  allowance  was
    necessary as of December 31, 2009 or 2008.

    Research and Development Costs
    ______________________________

    For  financial reporting purposes, research, development  and
    pilot  plant  scale-up  costs  are  charged  to  expense   as
    incurred, consistent with current accounting literature.

    Property and Equipment
    ______________________

    Property  and  equipment are stated at cost less  accumulated
    depreciation  and amortization computed using  the  straight-
    line  method.   Premises and equipment are  depreciated  over
    the  useful  lives of the assets, which generally range  from
    three  to  seven years for furniture, fixtures and equipment,
    three  to  five  years  for computer software  and  hardware.
    Leasehold  improvements are amortized over the terms  of  the
    respective  leases  or  the estimated  useful  lives  of  the
    improvements,  whichever  is  shorter.   The  cost  of  major
    renewals and betterments are capitalized, while the costs  of
    ordinary maintenance and repairs are expensed as incurred.

    Estimates
    _________

    The  preparation  of financial statements in conformity  with
    accounting  principles  generally  accepted  in  the   United
    States  of America requires management to make estimates  and
    assumptions  that affect the reported amounts of  assets  and
    liabilities   and   disclosure  of  contingent   assets   and
    liabilities at the date of the financial statements  and  the
    reported   amounts  of  revenues  and  expenses  during   the
    reporting  period.   Actual results could differ  from  those
    estimates.

    Foreign Currency Translation and Transactions
    _____________________________________________

    Since   the   day-to-day  operations   of   Igene's   foreign
    subsidiary   in   Chile  are  dependent   on   the   economic
    environment of the parent's currency, the financial  position
    and  results of operations of Igene's foreign subsidiary  are
    determined  using Igene's reporting currency  (U.S.  dollars)
    as  the  functional currency.  All exchange gains and  losses
    from  remeasurement of monetary assets and  liabilities  that
    are  not denominated in U.S. dollars are recognized currently
    in  other  comprehensive income. All transactional gains  and
    losses  are  part of income or loss from operations  pursuant
    to current accounting literature.

    Fair Value of Financial Instruments
    ___________________________________

    The  carrying amounts of cash and cash equivalents,  accounts
    receivable,    accounts   payable,   and   short-term    debt
    approximate  fair  value  because  of  the  relatively  short
    maturity  of  these  instruments.   Management  believes  the
    carrying  amount  of long-term debt approximates  fair  value
    because of similar current rates at which Igene could  borrow
    funds with consistent remaining maturities.


                               -31-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


    Accounting for Stock-Based Compensation
    _______________________________________

    Stock  issued to employees is recorded at the fair  value  of
    the  shares  granted based upon the closing market  price  of
    Igene's  stock  at  the measurement date  and  recognized  as
    compensation  expense over the applicable  requisite  service
    period.  Warrants granted to non-employees  are  recorded  at
    the  estimated fair value of the warrants granted  using  the
    Black-Scholes  pricing model and recognized  as  general  and
    administrative expense over the applicable requisite  service
    period.

    Credit Risk
    ___________

    Igene  does  not  require collateral from its customers  with
    respect  to accounts receivable but performs periodic  credit
    evaluations  of  such customers' financial conditions.  Igene
    determines any required allowance by considering a number  of
    factors  including  lengths of time accounts  receivable  are
    past  due  and previous loss history. Igene provides reserves
    for  accounts receivable when they become uncollectible,  and
    payments  subsequently  received  on  such  receivables   are
    credited to the allowance for doubtful accounts.

    Igene's  cash may exceed FDIC protection levels at  different
    points  throughout  the year; management  believes  the  risk
    associated with this possible exposure is minimal. Igene  has
    exceeded  FDIC  protection limits at December  31,  2009  and
    2008.

    Long-Lived Assets
    _________________

    The  Company  reviews goodwill and certain intangible  assets
    periodically  for  impairment and  an  impairment  charge  is
    recorded in the periods in which the recorded carrying  value
    of   goodwill  and  certain  intangibles  is  more  than  its
    estimated  fair  value.  The  goodwill  impairment  test   is
    performed annually, or more frequently, in the case of  other
    events that indicate a potential impairment.

    The  Company  reviews the recoverability  of  its  long-lived
    assets  when  events or changes in circumstances  occur  that
    indicate  that  the carrying value of the asset  may  not  be
    recoverable. Evaluation of possible impairment  is  based  on
    the  Company's ability to recover the asset from the expected
    future  pre-tax cash flows (undiscounted and without interest
    charges)   of   the  related  operations.  If  the   expected
    undiscounted  pre-tax cash flows are less than  the  carrying
    amount  of  such asset, an impairment loss is recognized  for
    the  difference between the estimated fair value and carrying
    amount  of the asset.  Igene performed an impairment test  on
    its  acquired tangible and intangible assets at December  31,
    2009 and 2008 and determined no impairment was necessary.

    Inventories
    ___________

    Inventories  consist of finished goods, and are stated  based
    on  the valuation received at the close of the separation  of
    the  Joint  Venture and are at the lower of cost  or  market.
    Inventory is tracked by specific lot number.

    Income Taxes
    ____________

    Igene  utilizes the asset and liability method in  accounting
    for  income taxes. Under this method, deferred tax assets and
    liabilities are recognized for operating loss and tax  credit
    carry   forwards   and  for  the  future   tax   consequences
    attributable  to differences between the financial  statement
    carrying  amounts  of  existing assets  and  liabilities  and
    their   respective  tax  bases.  Deferred  tax   assets   and
    liabilities are measured using enacted tax rates expected  to
    apply  to taxable income in the year in which those temporary
    differences  are  expected to be recovered  or  settled.  The
    effect on deferred tax assets and liabilities of a change  in
    tax  rates is recognized in the results of operations in  the
    period   that  includes  the  enactment  date.  A   valuation


                               -32-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008

    allowance  is  recorded  to reduce the  carrying  amounts  of
    deferred  tax assets unless it is more likely than  not  that
    the value of such assets will be realized.

    Revenue Recognition
    ___________________

    Igene's  revenue  recognition policy is consistent  with  the
    criteria  set forth in Staff Accounting Bulletin  (SAB)  104,
    "Revenue   Recognition   in   Financial   Statements,"    for
    determining  when  revenue  is  realized  or  realizable  and
    earned.  In accordance with the requirements of SAB 104,  the
    Company  recognizes revenue when (1) persuasive  evidence  of
    an  arrangement  exists, (2) delivery has occurred,  (3)  the
    seller's   price   is   fixed  or   determinable,   and   (4)
    collectability is reasonably assured.

    Intangible Assets
    _________________

    Intangible  assets with estimable useful lives are  amortized
    over  respective  estimated useful lives,  and  reviewed  for
    impairment  in accordance with current accounting literature.
    Igene   has   recorded   values   for   customer   contracts,
    intellectual property and a non-compete contract received  as
    part  of  the separation from Tate & Lyle.  These values  are
    based  on the independent valuation received at the close  of
    the  venture.  As this valuation was received after  December
    31,  2007,  and  deemed to be accurate as of  that  date,  no
    amortization was taken for 2007, and has been taken  in  2008
    and 2009.

    Customer  contracts are for a term of one year and the  value
    was  amortized over 2008.  The non-compete contract is for  a
    term  of  five years and will be amortized over the  life  of
    the  contract.   The  original  value  of  the  contract  was
    $153,977   at  December  31,  2007,  of  which  $30,796   was
    amortized  during 2008 and 2009.  Intellectual property  will
    be  tested  annually for impairment, and any  impaired  value
    shall  be  written-off.  The intellectual property represents
    the  technology used in the production of astaxanthin as this
    asset  is currently creating revenue in excess of its  value.
    Management  has determined its life is currently  indefinite.
    At  December 31, 2009 the value was recorded at $149,670.  It
    was  determined  based  on future revenue  expectations  that
    this was not impaired.

    New Accounting Pronouncements
    _____________________________

    On  January  1,  2009, the Company adopted a  new  accounting
    standard  issued  by  the  FASB  related  to  accounting  for
    business   combinations  using  the  acquisition  method   of
    accounting  (previously referred to as the purchase  method).
    Among  the  significant  changes, this  standard  requires  a
    redefining   of   the   measurement  date   of   a   business
    combination, expensing direct transaction costs as  incurred,
    capitalizing in-process research and development costs as  an
    intangible  asset  and recording a liability  for  contingent
    consideration  at  the measurement date with  subsequent  re-
    measurements  recorded  in the results  of  operations.  This
    standard  also requires costs for business restructuring  and
    exit  activities  related  to  the  acquired  company  to  be
    included   in  the  post-combination  financial  results   of
    operations   and   also  provides  new   guidance   for   the
    recognition   and  measurement  of  contingent   assets   and
    liabilities  in  a  business combination. In  addition,  this
    standard  requires  several  new disclosures,  including  the
    reasons  for  the  business  combination,  the  factors  that
    contribute  to  the recognition of goodwill,  the  amount  of
    acquisition   related  third-party  expenses  incurred,   the
    nature  and  amount  of  contingent  consideration,   and   a
    discussion of pre-existing relationships between the  parties
    The  adoption of this standard did not have a material impact
    on the Company's consolidated financial statements.

    On  January  1,  2009, the Company adopted a  new  accounting
    standard  issued by the FASB that establishes accounting  and
    reporting  standards  for  noncontrolling  interests   in   a
    subsidiary  in  consolidated financial statements,  including
    deconsolidation  of  a  subsidiary.  This  standard  requires
    entities   to   record  the  acquisition  of   noncontrolling
    interests  in  subsidiaries  initially  at  fair  value   The
    adoption  of this standard did not have a material impact  on
    the Company's consolidated financial statements.


                                -33-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


    On  January  1,  2009, the Company adopted a  new  accounting
    standard  issued  by the FASB related to  the  disclosure  of
    derivative instruments and hedging activities. This  standard
    expanded   the  disclosure  requirements  about  an  entity's
    derivative  financial  instruments  and  hedging  activities,
    including   qualitative  disclosures  about  objectives   and
    strategies  for  using derivatives, quantitative  disclosures
    about  fair  value  amounts  of  and  gains  and  losses   on
    derivative  instruments, and disclosures  about  credit-risk-
    related  contingent features in derivative instruments.   The
    adoption  of this standard did not have a material impact  on
    the Company's consolidated financial statements.

    Effective  June 30, 2009, the Company adopted a newly  issued
    accounting  standard related to accounting for and disclosure
    of   subsequent   events   in  its   consolidated   financial
    statements.   This   standard  provides   the   authoritative
    guidance  for subsequent events that was previously addressed
    only  in  United  States  auditing standards.  This  standard
    establishes general accounting for and disclosure  of  events
    that  occur after the balance sheet date but before financial
    statements  are  issued or are available  to  be  issued  and
    requires  the Company to disclose the date through  which  it
    has  evaluated  subsequent events and whether  that  was  the
    date the financial statements were issued or available to  be
    issued. This standard does not apply to subsequent events  or
    transactions  that are within the scope of  other  applicable
    GAAP  that  provide  different  guidance  on  the  accounting
    treatment   for   subsequent  events  or  transactions.   The
    adoption  of this standard did not have a material impact  on
    the Company's consolidated financial statements.

    In  June 2009, the FASB issued an amendment to the accounting
    standards  related to the consolidation of variable  interest
    entities  ("VIE"). This standard provides a new approach  for
    determining  which entity should consolidate a VIE,  how  and
    when to reconsider the consolidation or deconsolidation of  a
    VIE  and  requires disclosures about an entity's  significant
    judgments   and   assumptions  used  in   its   decision   to
    consolidate  or  not consolidate a VIE. Under this  standard,
    the  new consolidation model is a more qualitative assessment
    of  power and economics that considers which entity  has  the
    power  to  direct  the  activities that  "most  significantly
    impact"  the  VIE'  s   economic  performance  and  has   the
    obligation to absorb losses or the right to receive  benefits
    that  could  be  potentially significant  to  the  VIE.  This
    standard is effective for the Company as of January  1,  2010
    and  the  Company does not expect the impact of its  adoption
    to be material to its consolidated financial statements.

    In  October  2009,  the  FASB  issued  an  amendment  to  the
    accounting  standards related to the accounting  for  revenue
    in  arrangements with multiple deliverables including how the
    arrangement  consideration is allocated among  delivered  and
    undelivered  items of the arrangement. Among the  amendments,
    this  standard eliminates the use of the residual method  for
    allocating arrangement consideration and requires  an  entity
    to  allocate  the  overall consideration to each  deliverable
    based  on  an  estimated  selling price  of  each  individual
    deliverable  in  the  arrangement in the  absence  of  having
    vendor-specific  objective  evidence  or  other  third  party
    evidence  of  fair  value  of  the  undelivered  items.  This
    standard  also provides further guidance on how to  determine
    a  separate  unit  of  accounting in  a  multiple-deliverable
    revenue  arrangement and expands the disclosure  requirements
    about  the  judgments made in applying the estimated  selling
    price  method  and how those judgments affect the  timing  or
    amount  of revenue recognition. The adoption of this standard
    did  not have a material impact on the Company's consolidated
    financial statements.

    In  October  2009,  the  FASB  issued  an  amendment  to  the
    accounting  standards related to certain revenue arrangements
    that  include software elements. This standard clarifies  the
    existing  accounting  guidance such  that  tangible  products
    that  contain both software and non-software components  that
    function   together   to  deliver  the  product's   essential
    functionality,  shall  be excluded  from  the  scope  of  the
    software    revenue    recognition   accounting    standards.
    Accordingly,  sales  of these products may  fall  within  the
    scope  of  other revenue recognition accounting standards  or
    may  now be within the scope of this standard and may require
    an  allocation  of  the  arrangement consideration  for  each
    element  of  the arrangement. The adoption of  this  standard
    did  not have a material impact on the Company's consolidated
    financial statements.

                                -34-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


    In  January  2010,  the  FASB  issued  an  amendment  to  the
    accounting  standards  related to the  disclosures  about  an
    entity's   use  of  fair  value  measurements.  Among   these
    amendments,  entities will be required  to  provide  enhanced
    disclosures about transfers into and out of the Level  1(fair
    value  determined  based on quoted prices in  active  markets
    for  identical  assets and liabilities)  and  Level  2  (fair
    value   determined  based  on  significant  other  observable
    inputs)  classifications, provide separate disclosures  about
    purchases, sales, issuances and settlements relating  to  the
    tabular  reconciliation of beginning and ending  balances  of
    the  Level  3  (fair  value determined based  on  significant
    unobservable  inputs)  classification  and  provide   greater
    disaggregation for each class of assets and liabilities  that
    use fair value measurements. Except for the detailed Level  3
    roll-forward  disclosures, the new standard is effective  for
    the   Company  for  interim  and  annual  reporting   periods
    beginning  after  December  31,  2009.  The  requirement   to
    provide  detailed  disclosures about  the  purchases,  sales,
    issuances  and settlements in the roll-forward  activity  for
    Level  3 fair value measurements is effective for the Company
    for  interim  and  annual reporting periods  beginning  after
    December  31,  2010.  The Company does not  expect  that  the
    adoption of this new standard will have a material impact  to
    its consolidated financial statements.

(2) Non-Cash Investing and Financing Activities
    ___________________________________________

    On June 16, 2009, the Board of Directors of Igene approved  a
    repurchase  of  all  outstanding employee stock  options  and
    warrants.   It  was  agreed to repurchase 51,425,000  options
    and  warrants,  using 41,900,456 shares of restricted  stock.
    Holders   of   options  and  warrants  were   contacted   and
    agreements  were  reached.  On July  16,  2009,  shares  were
    issued and options and warrants were cancelled.

    During  November  of  2008, Igene commenced  the  process  of
    offering to exchange common stock to holders of Igene  notes,
    debentures   and  warrants.   The  exchanges  that   occurred
    resulted   in  recording  of  additional  paid  in   capital,
    pursuant  to current accounting literature for related  party
    debt  forgiveness,  on the termination of  the  debt  in  the
    amount of $8,649,796.  The details are as follows:

    Pursuant  to the terms of an Indenture dated as of March  31,
    1998,   as  amended  (the  "Indenture")  between  Igene   and
    American  Stock  Transfer & Trust Company,  as  Trustee  (the
    "Trustee"), Igene issued and sold $5,000,000 of its 8%  notes
    (the  "8% Notes").  Concurrently with the issuance of the  8%
    Notes,  Igene issued, pursuant to a Warrant Agreement by  and
    between  Igene  and American Stock Transfer &  Trust  Company
    (the  "Warrant Agent") dated as of March 31, 1998, as amended
    (the  "Warrant Agreement"), 50,000,000 warrants  to  purchase
    shares  of  Igene common stock for $0.10 per  share  expiring
    March  31,  2008.   The  warrant  purchase  price  under  the
    Warrant  Agreement was reduced to $0.075 per share,  and  the
    maturity  date  of  the 8% Notes was extended  to  March  31,
    2006,  by an amendment dated March 18, 2003, and approved  by
    the requisite number of holders of the securities.

    On  March 28, 2006, Igene and American Stock Transfer & Trust
    Company,  in  its  capacity  as Trustee  and  Warrant  Agent,
    entered  into  a  Second Amendment to Indenture,  Securities,
    Warrant Agreement and Warrant Certificates that extended  the
    maturity date of the 8% Notes to March 31, 2009, and  reduced
    the warrant price under the Warrant Agreement from $0.075  to
    $0.056 per share.

    On  October  23,  2008, Igene and American Stock  Transfer  &
    Trust  Company, in its capacity as Trustee and Warrant Agent,
    entered  into  a  Third  Amendment to Indenture,  Securities,
    Warrant Agreement and Warrant Certificates that extended  the
    maturity  date  of  the  8% Notes  to  March  31,  2019.  The
    warrants under the Warrant Agreement expired as of March  31,
    2008.

    On  December 3, 2008, Igene completed an offering to exchange
    145,600  of our shares of common stock, par value  $0.01  per
    share,  for  each  $1,000 principal amount of  the  8%  Notes
    outstanding and accrued interest thereon.  As of  that  date,
    $4,759,767  of  8%  Notes  principal were  outstanding,  with
    $4,064,450   accrued  interest  thereon.   Of  these   notes,
    $4,436,515  of  notes principal with $3,788,419  of  interest
    were  exchanged for 645,956,606 shares of Igene common  stock
    at  a  price  of  $0.005 per share.  As a result,  additional


                               -35-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


    paid  in  capital was recorded for the gain of $4,995,151  on
    the  retirement,  pursuant to current  accounting  literature
    for related party debt forgiveness.

    On   November  28,  2008,  Igene  commenced  an  offering  to
    exchange  shares  of  its  common stock  to  holders  of  its
    privately  held debt and associated warrants.  Much  of  this
    indebtedness  was  held  by current and  past  directors  and
    consisted of the following:

    The  funds  to settle the ProBio litigation were provided  by
    Igene's  directors.  On February 15, 2007, Igene  issued  and
    sold   $762,000   in  aggregate  principal   amount   of   5%
    convertible debentures, 50% each to two directors  of  Igene.
    These  debentures  were convertible into  shares  of  Igene's
    common  stock  at  $0.02  per share.   At  the  time  of  the
    exchange the accrued interest on this debt was $67,641.   All
    debt  and  interest under the 5% convertible debentures  were
    exchanged for 66,371,244 shares of common stock.

    Igene  issued $3,814,212 of 8% convertible debentures between
    March  2001  and July 2002.  The debt had accrued  $2,204,106
    of  interest  at the time of the exchange.  Also,  66,427,650
    warrants  were  issued in connection with the 8%  convertible
    debentures.  All of the debt and interest, as well as all  of
    the  warrants, were exchanged for 528,578,590 shares of Igene
    common stock.

    Beginning  November 16, 1995, and continuing through  May  8,
    1997, Igene issued promissory notes to certain directors  for
    aggregate   consideration   of   $1,082,500.    These   notes
    specified that at any time prior to repayment the holder  had
    the  right to convert the notes to common stock of  Igene  at
    prices  ranging  from $0.05 per share to  $0.135  per  share,
    based  on the market price of common shares at the respective
    issue  dates.   The  notes  were convertible  in  total  into
    23,421,273  shares  of common stock.   At  the  time  of  the
    exchange  the  debt had accrued interest  in  the  amount  of
    $832,485.   Of the amount outstanding, holders of  $1,041,878
    of  debt with $801,269 of accrued interest agreed to exchange
    their  holdings for 147,451,719 shares of Igene common stock.
    As   part   of  this  debt  Igene  had  60,541,666   warrants
    outstanding  to purchase Igene common stock.   60,301,666  of
    these  warrants  were additionally settled  in  exchange  for
    19,808,610 shares of Igene common stock.

    In  total,  762,210,163  shares of Igene  common  stock  were
    issued  in  exchange for $5,618,090 of notes and  debentures,
    $3,073,015  of  related  interest,  and  126,729,316  related
    warrants.

    During 2009 and 2008, Igene recorded dividends in arrears  on
    its  8%  Redeemable Preferred Stock, Series A  at  $0.64  per
    share  aggregating $7,117 and $7,134, respectively,  on  such
    preferred stock, which has been removed from paid-in  capital
    and   included  in  the  carrying  value  of  the  redeemable
    preferred stock (see also note 9).

(3) Concentration of Credit Risk
    ____________________________

    Igene   is   potentially  subject  to  the   effects   of   a
    concentration  of  credit risk in accounts  receivable.   The
    accounts  receivable is substantially composed of receivables
    from  two  customers,  with one of the customers  maintaining
    58%  of  the  December  31, 2008 receivables  balance  and  a
    second  customer  maintaining 39% of the  December  31,  2008
    receivables  balance.   Because of  the  volume  of  business
    transacted  with  these  two  customers  by  Igene,   Igene's
    ability  to  collect  its receivables  from  these  customers
    could  adversely affect its business.  In order  to  minimize
    risk,  Igene  strictly evaluates the companies  to  which  it
    extends  credit  and  all  prices  are  denominated  in  U.S.
    dollars so as to minimize currency fluctuation risk.   Losses
    due  to  credit risks in accounts receivable are expected  to
    be  immaterial.  There were no concentrations of credit  risk
    at December 31, 2009.

                               -36-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


(4) Property and Equipment
    ______________________

    Property  and equipment are stated at cost and are summarized
    as follows:

<TABLE>
<CAPTION>

                                                       2009          2008

                                                   ____________  ____________

       <S>                                         <C>           <C>
       Laboratory equipment and fixtures           $   218,878   $   184,744
       Idle equipment                                  866,881       793,921
       Pilot plant equipment and fixtures              229,275       169,170
       Office furniture and fixtures                    49,501        44,920
                                                   ____________  ____________
                                                     1,393,118     1,192,755
       Less accumulated depreciation                  (511,641)     (360,917)
                                                   ____________  ____________
                                                   $   852,894   $   831,838
                                                   ============  ============

</TABLE>

(5) Investment in Joint Venture
    ___________________________

    Igene  has recorded a gain of $1,025,741.  This is a one-time
    occurrence related to a liability recorded in a prior  period
    related to the termination of the joint venture with  Tate  &
    Lyle.   On  February  26,  2009, Igene  signed  a  settlement
    agreement  of  past obligations and made a final  payment  to
    Tate  &  Lyle  in the amount of $714,227.  At the termination
    of  the joint venture, Igene recorded liabilities of $890,000
    for  payments of past payables of the joint venture  as  well
    as  $51,000 for costs related to collection of receivables of
    the  joint  venture.  The expense was recorded  when  it  was
    thought  Igene could be liable for it, but with the exception
    of  the $5,000,000 liability related to future revenue, Igene
    has settled its debt to Tate & Lyle.

    On  January  8,  2009, Igene entered into an  agreement  with
    Archer-Daniels-Midland Company ("ADM") pursuant to which  the
    Company  and  ADM formed a joint venture (the  "ADM  JV")  to
    manufacture  and  sell  astaxanthin and  derivative  products
    throughout the world.  Each of the Company and ADM has a  50%
    ownership   interest   in  the   ADM   JV   and   has   equal
    representation on the Board of Managers of the ADM JV

    ADM  has  provided a working line of credit  to  the  ADM  JV
    bearing interest at the rate of 4% in excess of the one  year
    LIBOR.   As part of the ADM JV agreement both Igene  and  ADM
    agreed to provide a Guarantee for 50% of the indebtedness  of
    the  new  venture  Naturxan,  LLC,  up  to  $1,612,500.   The
    $1,828,444  due  from  Naturxan is for services  provided  by
    Igene  to the ADM JV.  These fees are payable within 30  days
    of  the  receipt of the invoice.  Unpaid invoices will accrue
    interest at the six month LIBOR.

    Currently  the joint venture is in the process of  developing
    the  manufacturing  process.  Management  expects  dependable
    production  in  2010.  As of the end of the 2009,  Igene  has
    not made an investment in the ADM JV.

(6) Convertible Debentures
    ______________________

    On   November  28,  2008,  Igene  commenced  an  offering  to
    exchange  shares of its common stock for its  privately  held
    debt  and  warrants.   Much of this  liability  was  held  by
    current and past directors and consisted of the following:

    The  funds  to settle the ProBio litigation were provided  by
    Igene's  directors.  On February 15, 2007, Igene  issued  and
    sold   $762,000   in  aggregate  principal   amount   of   5%
    convertible debentures, 50% each to two directors  of  Igene.
    These  debentures  were convertible into  shares  of  Igene's
    common  stock  at  $0.02  per share.   At  the  time  of  the
    exchange,  the  accrued interest on this  debt  was  $67,641.
    All  debt  and  interest under the 5% convertible  debentures
    were exchanged for 66,371,244 shares of common stock.


                               -37-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008



    Igene  issued $3,814,212 of 8% convertible debentures between
    March  2001  and July 2002.  The debt had accrued  $2,204,106
    of  interest  at the time of the exchange.  Also,  66,427,650
    warrants  were  issued in connection with the 8%  convertible
    debentures.  All of the debt and interest, as well as all  of
    the  warrants,  under  the  8%  convertible  debentures  were
    exchanged for 528,578,590 shares of Igene common stock.

    Beginning  November 16, 1995, and continuing through  May  8,
    1997, Igene issued promissory notes to certain directors  for
    aggregate   consideration   of   $1,082,500.    These   notes
    specified that at any time prior to repayment the holder  had
    the  right to convert the notes to common stock of  Igene  at
    prices  ranging  from $0.05 per share to  $0.135  per  share,
    based  on the market price of common shares at the respective
    issue  dates.   The  notes  were convertible  in  total  into
    23,421,273  shares  of common stock.   At  the  time  of  the
    exchange,  the  debt had accrued interest in  the  amount  of
    $832,485.   Of the amount outstanding, holders of  $1,041,878
    of  debt with $801,269 of accrued interest agreed to exchange
    their  holdings for 147,451,719 shares of Igene common stock.
    As   part   of  this  debt,  Igene  had  60,541,666  warrants
    outstanding  to purchase Igene common stock.   60,301,666  of
    these  warrants  were additionally settled  in  exchange  for
    19,808,610 shares of Igene common stock.

    In  total,  762,210,163  shares of Igene  common  stock  were
    issued  in  exchange for $5,618,090 of notes and  debentures,
    $3,073,015  of  related  interest,  and  126,729,316  related
    warrants.

(7) Notes Payable
    _____________

    Pursuant  to the terms of an Indenture dated as of March  31,
    1998,   as  amended  (the  "Indenture")  between  Igene   and
    American  Stock  Transfer & Trust Company,  as  Trustee  (the
    "Trustee"), Igene issued and sold $5,000,000 of its 8%  notes
    (the  "8% Notes").  Concurrently with the issuance of the  8%
    Notes,  Igene issued, pursuant to a Warrant Agreement by  and
    between  Igene  and American Stock Transfer &  Trust  Company
    (the  "Warrant Agent") dated as of March 31, 1998, as amended
    (the  "Warrant Agreement"), 50,000,000 warrants  to  purchase
    shares  of  Igene common stock for $0.10 per  share  expiring
    March  31,  2008.   The  warrant  purchase  price  under  the
    Warrant  Agreement was reduced to $0.075 per share,  and  the
    maturity  date  of  the 8% Notes was extended  to  March  31,
    2006,  by an amendment dated March 18, 2003, and approved  by
    the requisite number of holders of the securities.

    On  March 28, 2006, Igene and American Stock Transfer & Trust
    Company,  in  its  capacity  as Trustee  and  Warrant  Agent,
    entered  into  a  Second Amendment to Indenture,  Securities,
    Warrant Agreement and Warrant Certificates that extended  the
    maturity date of the 8% Notes to March 31, 2009, and  reduced
    the warrant price under the Warrant Agreement from $0.075  to
    $0.056 per share.

    On  October  23,  2008, Igene and American Stock  Transfer  &
    Trust  Company, in its capacity as Trustee and Warrant Agent,
    entered  into  a  Third  Amendment to Indenture,  Securities,
    Warrant Agreement and Warrant Certificates that extended  the
    maturity  date  of  the  8% Notes  to  March  31,  2019.  The
    warrants under the Warrant Agreement expired as of March  31,
    2008.

    On  December 3, 2008, Igene completed an offering to exchange
    145,600  of our shares of common stock, par value  $0.01  per
    share,  for  each  $1,000 principal amount of  the  8%  Notes
    outstanding and accrued interest thereon.  As of  that  date,
    $4,759,767  of  8%  Notes  principal were  outstanding,  with
    $4,064,450   accrued  interest  thereon.   Of  these   notes,
    $4,436,515  of  notes principal with $3,788,419  of  interest
    were  exchanged for 645,956,606 shares of Igene common  stock
    at  a  price  of  $0.005 per share.  As a result,  additional
    paid  in  capital  was  recorded to  recognize  the  gain  of
    $4,995,151  on the retirement, pursuant to current accounting
    literature for related party debt forgiveness.

                              -38-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


    Combined  aggregate  amounts  of  maturities  for  all  notes
    payable are in 2019.



<TABLE>
<CAPTION>

Notes Payable was summarized as follows as of December 31, 2009:

                                                                                  Accrued
                                                               Principal         Interest
                                                            _______________  _______________
     <S>                                                    <C>              <C>
     Long-term unsecured notes payable, bearing interest
          at prime, scheduled to mature
          March 31, 2003, extended to March 31,
          2019, convertible into common stock               $       40,622   $       33,971
     Long-term unsecured notes payable, bearing interest
          at 8%, scheduled to mature March 31, 2003,
          extended to March 31, 2019                               323,252          304,088

                                                            _______________  _______________
                                                            $      363,874   $      338,059
                                                            ===============  ===============

</TABLE>

<TABLE>
<CAPTION>

Notes Payable was summarized as follows as of December 31, 2008:

                                                                                  Accrued
                                                               Principal         Interest
                                                            _______________  _______________
     <S>                                                    <C>              <C>
     Long-term unsecured notes payable, bearing interest
          at prime, scheduled to mature
          March 31, 2003, extended to March 31,
          2019, convertible into common stock               $       40,622   $       31,432
     Long-term unsecured notes payable, bearing interest
          at 8%, scheduled to mature March 31, 2003,
          extended to March 31, 2019                               323,252          275,815
                                                            _______________  _______________

     Less unamortized debt discount                                (10,276)             ---
                                                            _______________  _______________
                                                            $      353,598   $      307,247
                                                            ===============  ===============
</TABLE>

(8) Redeemable Preferred Stock
    __________________________

     Each share of redeemable preferred stock is entitled to vote
     on  all matters requiring shareholder approval as one  class
     together  with  holders  of common  stock.   Each  share  of
     redeemable preferred stock is entitled to two votes and each
     share of common stock is entitled to one vote.

     Redeemable preferred stock is convertible at the  option  of
     the  holder  at  any time, unless previously redeemed,  into
     shares of Igene's common stock at the rate of two shares  of
     common  stock for each share of preferred stock  (equivalent
     to a conversion price of $4.00 per common share), subject to
     adjustment under certain conditions.

     Shares of redeemable preferred stock are redeemable for cash
     in  whole or in part at the option of Igene at any  time  at
     the  stated value plus accrued and unpaid dividends  to  the
     redemption  date.   Dividends  are  cumulative  and  payable
     quarterly on January 1, April 1, July 1 and October 1, since
     January 1, 1988.

     Mandatory redemption of Series A preferred stock was  to  be
     made  in  October 2002.  As Igene is operating at a negative
     cash flow and negative earnings, Maryland law does not allow
     for  the  redemption of these shares.   As  such  they  will
     remain  outstanding and continue to accrue  dividends  until
     such  time as Igene is able to undertake redemption,  though
     there can be no assurance this will develop.  Igene does not
     expect  to  be  able to redeem the Series A preferred  stock
     unless,  after  giving  effect to such  redemption  (a)  the
     Company  would be able to pay its indebtedness in the  usual
     course of business and (b) the Company's total assets  would
     be  greater than the sum of its total liabilities  plus  the
     amount  that  would  be needed if the  Company  were  to  be


                               -39-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


     dissolved as of the time of the distribution, to satisfy the
     preferential  rights upon dissolution of stockholders  whose
     preferential  rights on dissolution are  superior  to  those
     receiving the distribution.

     In  December 1988, as part of an overall effort  to  contain
     costs  and conserve working capital, Igene suspended payment
     of   the   quarterly   dividend  on  its  preferred   stock.
     Resumption   of   the  dividend  will  require   significant
     improvements  in cash flow.  Unpaid dividends  cumulate  for
     future payment or addition to the liquidation preference  or
     redemption value of the preferred stock.  As of December 31,
     2009,  total dividends in arrears on Igene's preferred stock
     equal $151,422 (or $13.60 per share) on Igene's Series A and
     are  included  in  the  carrying  value  of  the  redeemable
     preferred stock.  The redemption amount of shares  is  $8.00
     per share plus the accrued dividends.  For the 11,134 shares
     outstanding this equated to a value of $240,494 and $233,377
     for   the   years   ended  December  31,  2009   and   2008,
     respectively.


(9)  Stockholders' Equity
     ____________________

     Options
     _______

     In  June  of 2001, the stockholders approved the 2001  Stock
     Option Plan (the "2001 Plan"), which succeeds the 1997 Stock
     Option Plan (the "1997 Plan"), which succeeded Igene's  1986
     Stock  Option  Plan  (the  "1986 Plan"),  as  amended.   All
     outstanding, unexercised options granted under the 1997 Plan
     and  the  1986  Plan  have expired.  The  number  of  shares
     authorized  for issuance under the 2001 Plan was 55,000,000,
     and  amended at the November 2008 stockholders'  meeting  to
     300,000,000.

<TABLE>
<CAPTION>

The   following  is  a  summary  of  options   granted   and
outstanding under the plan as of December 31, 2009 and 2008:


                                                  2009                                 2008
                                    ________________________________     ________________________________
                                                            Weighted                             Weighted
                                                             Average                              Average
                                                            Exercise                             Exercise
                                             Number            Price              Number            Price
                                    _______________  _______________     _______________  _______________
    <S>                             <C>              <C>                 <C>              <C>
    Options outstanding
      and exercisable,
      beginning of year                 40,605,000   $        0.059          44,845,000   $        0.059
    Options granted                            ---              ---                 ---              ---

    Options exercised                          ---              ---                 ---              ---
    Options forfeited,
      or withdrawn with
      consent of holders                40,605,000   $        0.059                 ---              ---
    Options expired                            ---              ---           4,240,000            0.100
                                    _______________  _______________     _______________  _______________
    Options outstanding
      and exercisable,
      end of year                              ---   $          ---          40,605,000   $        0.059
                                    ===============  ===============     ===============  ===============
</TABLE>


                                 -40-


              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


     Common Stock
     ____________

     At  December  31, 2009, 11,000,000 shares of authorized  but
     unissued  common stock were reserved for issuance  upon  the
     exercise  of  outstanding  warrants,  40,605,000  shares  of
     authorized  but  unissued  common stock  were  reserved  for
     exercise  pursuant to outstanding equity  awards  under  the
     2001  Stock  Option  Plan, 22,268 shares of  authorized  but
     unissued  common  stock  were  reserved  for  issuance  upon
     conversion  of  Igene's  outstanding  preferred  stock,  and
     656,428  shares  of  authorized  but  unissued  stock   were
     reserved   for  issuance  upon  conversion  of   outstanding
     convertible notes.

     During  November  of  2008,  Igene  commenced  offerings  to
     exchange  common stock to holders of Igene notes, debentures
     and  warrants.   The exchanges that occurred resulted  in  a
     gain  on  the  termination of the  debt  in  the  amount  of
     $8,399,925.  The details are as follows:

     Pursuant to the terms of an Indenture dated as of March  31,
     1998,  as  amended  (the  "Indenture")  between  Igene   and
     American  Stock  Transfer & Trust Company, as  Trustee  (the
     "Trustee"), Igene issued and sold $5,000,000 of its 8% notes
     (the "8% Notes").  Concurrently with the issuance of the  8%
     Notes, Igene issued, pursuant to a Warrant Agreement by  and
     between  Igene  and American Stock Transfer & Trust  Company
     (the "Warrant Agent") dated as of March 31, 1998, as amended
     (the  "Warrant Agreement"), 50,000,000 warrants to  purchase
     shares  of  Igene common stock for $0.10 per share  expiring
     March  31,  2008.   The  warrant purchase  price  under  the
     Warrant  Agreement was reduced to $0.075 per share, and  the
     maturity  date  of the 8% Notes was extended  to  March  31,
     2006,  by an amendment dated March 18, 2003 and approved  by
     the requisite number of holders of the securities.

     On March 28, 2006, Igene and American Stock Transfer & Trust
     Company,  in  its  capacity as Trustee  and  Warrant  Agent,
     entered  into  a Second Amendment to Indenture,  Securities,
     Warrant Agreement and Warrant Certificates that extended the
     maturity date of the 8% Notes to March 31, 2009, and reduced
     the warrant price under the Warrant Agreement from $0.075 to
     $0.056 per share.

     On  October  23, 2008, Igene and American Stock  Transfer  &
     Trust Company, in its capacity as Trustee and Warrant Agent,
     entered  into  a  Third Amendment to Indenture,  Securities,
     Warrant Agreement and Warrant Certificates that extended the
     maturity  date  of  the  8% Notes to  March  31,  2019.  The
     warrants under the Warrant Agreement expired as of March 31,
     2008.

     On December 3, 2008, Igene completed an offering to exchange
     145,600  of our shares of common stock, par value $0.01  per
     share,  for  each $1,000 principal amount of  the  8%  Notes
     outstanding and accrued interest thereon.  As of that  date,
     $4,759,767  of  8%  Notes principal were  outstanding,  with
     $4,064,450  accrued  interest  thereon.   Of  these   notes,
     $4,436,515  of notes principal with $3,788,419  of  interest
     were  exchanged for 645,956,606 shares of Igene common stock
     at  a  price  of $0.005 per share.  As a result,  additional
     paid  in  capital  was  recorded to recognize  the  gain  of
     $4,995,151   on   the  retirement,   pursuant   to   current
     accounting literature for related party debt forgiveness.

     On  November  28,  2008,  Igene  commenced  an  offering  to
     exchange shares of Igene common stock to holders of  Igene's
     privately  held  debt and the associated warrants.   Igene's
     liabilities consisted of the following:

     The  funds to settle the ProBio litigation were provided  by
     Igene's  directors.  On February 15, 2007, Igene issued  and
     sold   $762,000  in  aggregate  principal   amount   of   5%
     convertible debentures, 50% each to two directors of  Igene.
     These  debentures  were convertible into shares  of  Igene's
     common  stock  at  $0.02 per share.   At  the  time  of  the
     exchange the accrued interest on this debt was $67,641.  All
     debt  and interest under the 5% convertible debentures  were
     exchanged for 66,371,244 shares of common stock.


                               -41-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008



     Igene issued $3,814,212 of 8% convertible debentures between
     March  2001  and July 2002.  The debt had accrued $2,204,106
     of  interest at the time of the exchange.  Also,  66,427,650
     warrants  were issued in connection with the 8%  convertible
     debentures.  All of the debt and interest, as well as all of
     the warrants, were exchanged for 528,578,590 shares of Igene
     common stock.

     Beginning November 16, 1995, and continuing through  May  8,
     1997, Igene issued promissory notes to certain directors for
     aggregate   consideration   of  $1,082,500.    These   notes
     specified that at any time prior to repayment the holder had
     the  right to convert the notes to common stock of Igene  at
     prices  ranging  from $0.05 per share to $0.135  per  share,
     based on the market price of common shares at the respective
     issue  dates.   The  notes were convertible  in  total  into
     23,421,273  shares  of common stock.  At  the  time  of  the
     exchange  the  debt had accrued interest in  the  amount  of
     $832,485.   Of the amount outstanding holders of  $1,041,878
     of debt with $801,269 of accrued interest agreed to exchange
     their holdings for 147,451,719 shares of Igene common stock.
     As   part   of  this  debt  Igene  had  60,541,666  warrants
     outstanding  to purchase Igene common stock.  60,301,666  of
     these  warrants  were additionally settled in  exchange  for
     19,808,610 shares of Igene common stock.

     In  total,  762,210,163 shares of Igene  common  stock  were
     issued  in  exchange for $5,618,090 of notes and debentures,
     $3,073,015  of  related  interest, and  126,729,316  related
     warrants.   Igene  recorded  additional  paid  in   capital,
     pursuant to current accounting literature for related  party
     debt  forgiveness, to recognize the gain on  termination  of
     this  private debt in the amount of $3,832,921.   This  gain
     plus the gain on the public notes of $4,567,004 resulted  in
     the $8,399,925.

     Preferred Stock
     _______________

     As  of  December  31,  2009  and 2008,  respectively,  total
     dividends  in  arrears  on  Igene's  preferred  stock  equal
     $151,422  (or $13.60 per share) and $144,296 (or $12.96  per
     share)  on Igene's Series A and are included in the carrying
     value of the redeemable preferred stock.

(10) Net Loss Per Common Share
     _________________________

     Basic  net loss per common share for 2009 and 2008 is  based
     on  1,537,789,530 and 187,037,119 weighted  average  shares,
     respectively.  For purposes of computing net loss per common
     share,  the  amount  of  net  loss  has  been  increased  by
     dividends  declared and cumulative undeclared  dividends  in
     arrears on preferred stock.

     Common  stock  equivalents,  including:  options,  warrants,
     convertible   debt,   convertible   preferred   stock,   and
     exercisable rights have not been included in the computation
     of earnings per share in 2009 or 2008 because to do so would
     have   been  anti-dilutive.   Potentially  dilutive   shares
     totaled  678,698 and 52,283,696 as of December 31, 2009  and
     2008, respectively.

(11) Commitments
     ___________

     Igene is obligated for office and laboratory facilities  and
     other rentals under operating lease agreements, which expire
     in  2011.  The base annual rents are currently approximately
     $103,000, which increase to $106,000 by the end of the lease
     term, plus the Company's share of taxes, insurance and other
     costs.  Annual rent expense relating to the leases  for  the
     years ended December 31, 2009 and 2008 approximated $131,520
     and   $124,470,  respectively.  As  per  current  accounting
     literature,  rent expenses will be recorded  on  a  straight
     line basis.


                                -42-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008


     Future  minimum  rental payments, in the aggregate  and  for
     each of the next two years are as follows:


          Year         Amount
         ______      __________
          2010         106,000
          2011           9,000
                     __________

             Total   $ 115,000
                     ==========

(12) Income Taxes
     ____________

     No  income tax benefit or deferred tax asset is reflected in
     the  financial statements for 2009 and 2008, nor  are  there
     any  uncertain  tax  provisions.  Deferred  tax  assets  are
     recognized  for  future deductible temporary difference  and
     tax loss carry forwards if their realization is "more likely
     than  not."   Igene  had no uncertain tax  positions  as  of
     December 31, 2009.

     At  December  31,  2009,  Igene has federal  and  state  net
     operating loss carry-forwards of approximately   $27,690,000
     that expire at various dates from 2009 through 2028.

     The  sources of the deferred tax asset are approximately  as
     follows:

      Net operating loss carry-forward benefit    $  9,356,000
      Valuation allowance                           (9,356,000)
                                                  _____________

      Deferred tax asset, net                     $        ---
                                                  =============

(13) Going Concern
     _____________

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $52,800,000  from  inception  to
     December 31, 2009 and its liabilities exceeded its assets by
     approximately  $2,700,000  at  that  date.   These   factors
     indicate  that  Igene  will  not  be  able  to  continue  in
     existence unless it is able to raise additional capital  and
     attain profitable operations.

     On  January  8,  2009, Igene entered into an agreement  with
     Archer-Daniels-Midland Company ("ADM") pursuant to which the
     Company  and  ADM  formed Naturxan to manufacture  and  sell
     astaxanthin  and derivative products throughout  the  world.
     Each of the Company and ADM has a 50% ownership interest  in
     Naturxan  and  has  equal representation  on  the  Board  of
     Managers  of  the Naturxan.  Igene hopes this  will  provide
     profitable operations.

(14) Nature of Risks and Concentrations
     __________________________________

     Revenue during 2009 and 2008 were derived from sales of  the
     product AstaXin(R).  The majority of the 2009 and 2008 sales
     were to fish producers in the aquaculture industry.

     The preceding concentrations subject Igene to certain risks.
     For  example, it is considered at least reasonably  possible
     that any particular customer, distributor, product line,  or
     provider of services or facilities could be lost in the near
     term.

                                -43-

              IGENE Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
               Years ended December 31, 2009 and 2008



(15) Retirement Plan
     _______________

     Effective  February 1, 2004, Igene discontinued use  of  its
     Simple   Retirement   Plan  and  began   use   of   a   401K
     savings/retirement  plan, or 401(k) Plan.  The  401(k)  Plan
     permits our eligible employees to defer annual compensation,
     subject to limitations imposed by the Internal Revenue Code.
     All  employees  that have been employed for six  months  are
     eligible   for   the   plan.   The  plan  permits   elective
     contributions  by  the  Company's eligible  employees  based
     under  the  Internal  Revenue Code,  which  are  immediately
     vested  and non-forfeitable upon contribution to the  401(k)
     Plan.   Effective  January 1, 2004, Igene made  an  elective
     contribution, subject to limitations, of 4% of each eligible
     employee's  compensation  for  each  year.   For  2008,  the
     percentage  was  increased to 5%.  Igene's contributions  to
     the  plan  for  2009  and  2008 were  $47,656  and  $42,657,
     respectively,  which  is reflected  as  an  expense  in  the
     statement of operations.

(16) Forgiveness of Debt
     ___________________

     Igene has recorded a gain of $1,025,741.  This is a one-time
     occurrence related to a liability recorded in a prior period
     related to the termination of the joint venture with Tate  &
     Lyle.   On  February  26, 2009, Igene  signed  a  settlement
     agreement  of past obligations and made a final  payment  to
     Tate  &  Lyle in the amount of $714,227.  At the termination
     of the joint venture, Igene recorded liabilities of $890,000
     for  payments of past payables of the joint venture as  well
     as $51,000 for costs related to collection of receivables of
     the  joint  venture.  The expense was recorded when  it  was
     thought Igene could be liable for it, but with the exception
     of  the $5,000,000 liability related to future revenue  (see
     Note 2), Igene has settled its debt to Tate & Lyle.

(17) Subsequent Events
     _________________

     Subsequent events have been evaluated by management  through
     March  31,  2010,  the  date the financial  statements  were
     issued and no material subsequent events existed.


                              -44-

                           SIGNATURES


Pursuant  to  the  requirements of Section 13  or  15(d)  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.


                                IGENE Biotechnology, Inc.

                         ________________________________________
                                (Registrant)


                    By   /S/STEPHEN F. HIU
                         ________________________________________
                            STEPHEN F. HIU
                            President, Chief Technical Officer
                            and Treasurer

                  Date   March 31, 2010


In  accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                     Title                              Date
___________________________   ________________________________   _________________
<S>                           <C>                                <C>

/S/ STEPHEN F. HIU            Director, President, Chief         March 31, 2010
___________________________   Technical Officer (principal
    STEPHEN F. HIU            executive officer)

/S/ EDWARD J. WEISBERGER      Chief Financial Officer            March 31, 2010
___________________________   (princiopal financial and
    EDWARD J. WEISBERGER      accounting officer)

/S/ THOMAS L. KEMPNER         Vice Chairman of the Board         March 31, 2010
___________________________   of Directors
    THOMAS L. KEMPNER

/S/ MICHAEL G. KIMELMAN       Chairman of the Board              March 31, 2010
___________________________   of Directors
    MICHAEL G. KIMELMAN

/S/ SIDNEY R. KNAFEL          Director                           March 31, 2010
___________________________
    SIDNEY R. KNAFEL

/S/ PATRICK F. MONAHAN        Vice President and                 March 31, 2010
___________________________   Director of Manufacturing
    PATRICK F. MONAHAN

</TABLE>

<PAGE>
                          EXHIBIT INDEX


EXHIBIT                      DESCRIPTION
NO.

3.1     Articles  of  Incorporation of  the  Registrant,  as
        amended   as  of  November  17,  1997,  constituting
        Exhibit  3.1 to the Registration Statement No.  333-
        41581  on  Form SB-2 filed with the SEC on  December
        5, 1997, are hereby incorporated by reference.

3.2     Articles  of  Amendment to Articles of Incorporation
        of  the  Registrant, constituting Exhibit 3.1(b)  to
        the Registration Statement No. 333-76616 on Form  S-
        8  filed  with  the  SEC on January  11,  2002,  are
        hereby incorporated by reference.

3.3     By-Laws of the Registrant, constituting Exhibit  3.2
        to the Registration Statement No. 33-5441 on Form S-
        1  filed  with  the SEC on May 6, 1986,  are  hereby
        incorporated by reference.

4.1     Form   of  Variable  Rate  Convertible  Subordinated
        Debenture  Due 2002 (Class A), constituting  Exhibit
        4.4  to  the  Registration Statement No. 33-5441  on
        Form  S-1  filed  with the SEC on May  6,  1986,  is
        hereby incorporated by reference.

4.2     Form of Indenture by and between the Registrant  and
        American  Stock  Transfer  and  Trust  Company,   as
        Trustee,  dated as of March 31, 1998,   constituting
        Exhibit  4.2 to the Registration Statement No.  333-
        41581  on Form SB-2/A filed with the SEC on  January
        23, 1998, is hereby incorporated by reference.

4.3     First  Amendment  to Indenture, Securities,  Warrant
        Agreement  and Warrant Certificates by  and  between
        Registrant  and  American Stock Transfer  and  Trust
        Company  dated  as  of March 18, 2003,  constituting
        Exhibit  10.11 to the Quarterly Report on  Form  10-
        QSB  filed  with the SEC on May 14, 2003, is  hereby
        incorporated by reference.

4.4     Second  Amendment to Indenture, Securities,  Warrant
        Agreement  and Warrant Certificates by  and  between
        Registrant  and  American Stock Transfer  and  Trust
        Company  dated  as  of March 28, 2006,  constituting
        Exhibit  4.5  to  the Annual Report on  Form  10-KSB
        filed  with  the  SEC on April 13, 2006,  is  hereby
        incorporated by reference.

4.5     Third  Amendment  to Indenture, Securities,  Warrant
        Agreement  and Warrant Certificates by  and  between
        Registrant  and  American Stock Transfer  and  Trust
        Company dated as of October 23, 2008.*

10.1    Form  of  Conversion and Exchange Agreement used  in
        May  1988  in  connection with  the  conversion  and
        exchange  by certain holders of shares of  preferred
        stock  for  common stock and Warrants,  constituting
        Exhibit 10.19 to the Registration Statement No.  33-
        5441  on Form S-1 filed with the SEC on May 6, 1986,
        is hereby incorporated by reference.

10.2    Preferred  Stockholders' Waiver Agreement dated  May
        5,   1988,   constituting  Exhibit   10.3   to   the
        Registration  Statement No.  33-23266  on  Form  S-1
        filed  with  the  SEC on July 22,  1988,  is  hereby
        incorporated by reference.

10.3    Form   of  Agreement  between  the  Registrant   and
        Certain   Investors   in   Preferred   Stock   dated
        September  30,  1987, constituting Exhibit  10.4  to
        the  Registration Statement No. 33-23266 on Form  S-
        1/A, is hereby incorporated by reference.

10.4    Agreement   of  Lease  between  Columbia   Warehouse
        Limited  Partnership  and the  Registrant  effective
        December  15,  1995, constituting Exhibit  10.13  to
        the  Annual Report on Form 10-KSB filed with the SEC
        on   April  12,  1996,  is  hereby  incorporated  by
        reference.

10.5    First Amendment to Lease between the Registrant  and
        Red  Branch  Center,  LLC made September  13,  2000,
        constituting  Exhibit 10.8 to the Annual  Report  on
        Form 10-KSB filed with the SEC on April 2, 2001,  is
        hereby incorporated by reference.

10.6    Separation  Agreement  between  the  Registrant  and
        Tate  & Lyle Fermentation Products Ltd. dated as  of
        October 31, 2007, constituting Exhibit 10.1  to  the
        Current  Report on Form 8-K filed with  the  SEC  on
        November   6,   2007,  is  hereby  incorporated   by
        reference.

<PAGE>

10.7    Limited  Liability  Company Agreement  dated  as  of
        January   8,   2009  between  Archer-Daniels-Midland
        Company  and  the  Registrant, constituting  Exhibit
        10.1  to  the Current Report on Form 8-K filed  with
        the  SEC on January 21, 2009, is hereby incorporated
        by  reference. [Portions of this exhibit  have  been
        omitted  pursuant  to  a  request  for  confidential
        treatment.]

21.1    Subsidiaries*

31.1    Rule  13a-14(a)  or 15d-14(a) Certification  of  the
        Registrant's principal executive officer.*

31.2    Rule  13a-14(a)  or 15d-14(a) Certification  of  the
        Registrant's principal financial officer.*

32.1    Rule  13a-14(b)  or 15d-14(b) Certification  of  the
        Registrant's  principal executive  officer  pursuant
        to  18  U.S.C. Section 1350 as adopted  pursuant  to
        Rule 906 of the Sarbanes-Oxley Act of 2002.*

32.2    Rule  13a-14(b)  or 15d-14(b) Certification  of  the
        Registrant's  principal financial  officer  pursuant
        to  18  U.S.C. Section 1350 as adopted  pursuant  to
        Rule 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith