SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                          FORM 10-KSB/A
                         (Amendment #1)
(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, 2003

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

For the transition period from _______________ to _______________

                 Commission file number 0-15888

                     IGENE Biotechnology, Inc.
          ______________________________________________
          (Name of Small Business Issuer in Its Charter)

             Maryland                      52-1230461
_______________________________ _________________________________
(State of other jurisdiction of (IRS Employer Identification No.)
 incorporation or organization)

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


                          (410) 997-2599
      ____________________________________________________
        (issuer's telephone number, including area code)

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

Title of Each Class    Name of Each Exchange on Which Registered
___________________    _________________________________________
       None                               None

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

            Common Stock (par value $.01 per share)
            _______________________________________
                       (Title of class)

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

     YES  X          NO
         ___            ___

     Check  if  there  is no disclosure of delinquent  filers  in
response  to Item 405 of Regulation S-B contained in  this  form,
and  no disclosure will 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-KSB or  any
amendment to this Form 10-KSB.  [  ]

     State  issuer's  revenues for its most  recent  fiscal  year
$463,486

     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 sold, or the average
bid and asked price of such common equity, as of a specified date
within the past 60 days.  $4,560,931 as of March 25, 2004
                          _______________________________

(Note:   The  officers and directors of the issuer are considered
affiliates for purposes of this calculation.)

     State  the  number  of shares outstanding  of  each  of  the
issuer's  classes of common equity, as of the latest  practicable
date.
As of March 25, 2004 there were 93,747,469 shares of the issuer's
_________________________________________________________________
common stock outstanding.
_________________________

<PAGE>
Explanatory Note:

As  disclosed in the Notification of Late Filing filed  by  Igene
Biotechnology,  Inc. (the "Registrant") with  the  Commission  on
April  1,  2005  (the "Notification"), Berenson LLP ("Berenson"),
the  Registrant's independent registered public accounting  firm,
has  questioned the Registrant's historical method  of  recording
the  value of its 50% interest in its joint venture with  Tate  &
Lyle  PLC (the "Joint Venture"), as reflected in the Registrant's
previously issued consolidated financial statements contained  in
the  Registrant's Annual Report on Form 10-KSB for the year ended
December  31, 2003 and consolidated interim financial  statements
contained  in the Registrant's Quarterly Reports on  Form  10-QSB
for the quarterly periods ended March 31, 2004, June 30, 2003 and
2004,  and  September  30,  2003  and  2004  (collectively,   the
"Financial Statements").

As  disclosed  in the Notification, the Registrant contacted  the
Office  of Chief Accountant of the Commission requesting  further
guidance  on this accounting matter.  The Registrant  engaged  in
discussions  with  the Staff of the Commission  relating  to  the
accounting  treatment of the Registrant's interest in  the  Joint
Venture.    The  Commission  advised  the  registrant  that   the
historical accounting treatment was not appropriate.  In a letter
dated May 12, 2005, and received by the Company on the same date,
Berenson  notified  the Registrant that the Financial  Statements
should  no  longer  be relied upon because  of  errors  in  those
Financial  Statements.  The Registrant is now in the  process  of
correcting   and   restating  the  Financial   Statements.    The
Registrant  plans to file such restated Financial  Statements  as
soon  as is practicable after the necessary corrections have been
made.

The  historical  Financial Statements filed with  the  Commission
treated  the  Registrant's investment in the Joint Venture  under
the  equity  method of accounting as a one-line  caption  on  its
consolidated   balance  sheet  and  consolidated   statement   of
operations  with the excess of fair value of such  investment  in
the Joint Venture over the historical cost basis of consideration
paid for such investment reflected as an adjustment to additional
paid-in capital.

The  corrections  necessary to restate the  Financial  Statements
pertain  primarily to the manner in which the Registrant recorded
the  investment in the Joint Venture in the Financial Statements.
The  Registrant  has  been advised that  while  the  Registrant's
investment in the Joint Venture has been correctly accounted  for
under  the  equity method of accounting as a one-line caption  on
its  consolidated balance sheets and consolidated  statements  of
operations,  the  Registrant's investment in  the  Joint  Venture
should have been recorded at an amount equal to the value of  the
Registrant's  consideration contributed at the  creation  of  the
Joint   Venture  (not  as  the  excess  of  fair  value  of   the
Registrant's investment in the Joint Venture over the  historical
cost  basis).   As a result, the investment in the Joint  Venture
should  have  been initially recorded with a value  of  $316,869;
rather   than   the   twelve  million,  three  hundred   thousand
($12,300,000) initially recorded in the Financial Statements.

The  Company  can  not recognize the loss of  the  Joint  Venture
beyond  the  investment in the Joint Venture.  As of  the  fourth
quarter  of  2003  the Company had an initial investment  of  and
amounts due from the Joint Venture of $818,052.  Igene's share of
the  loss  through December 31, 2003 equaled $914,494,  exceeding
the  total  investment  by $96,442.  This excess  loss,  and  all
future losses incurred as a result of the Joint Venture, that are
in  excess  of  the  Company's investment and advances,  will  be
suspended until the point that the profits of the Joint  Venture,
if any, exceed the incurred losses.

As  in  the originally issued financial statements, the Company's
preferred  stock  have  been classified  as  liabilities  in  the
restated financial statement in accordance with the Statement  of
Financial  Accounting Standards No. 150 "Accounting  for  Certain
Financial  Instruments with Characteristics of  Both  Liabilities
and Equity" ("FASB 150").  However, the amounts previously stated
as  dividends after the effective date of FASB 150, which was  at
the   beginning  of  the  third  quarter  of  2003,   have   been
recharacterized  as  interest expense in the  restated  financial
statements.   This recharacterization increases interest  expense
by $68,194 for the year ended December 31, 2003.

For  the convenience of the reader, this Form 10-KSB/A sets forth
the  Form 10-KSB originally filed with the SEC on March 26,  2004
(the "Form 10-KSB") in its entirety.  However, this Form 10-KSB/A
only amends and restates Items [1 and 2 of Part I] of the Form 10-
KSB,  in  each  case, solely as a result of, and to  reflect  the
Restatement  and  no  other information in  the  Form  10-KSB  is
amended  hereby.   The foregoing items have not been  updated  to
reflect other events occurring after the original filing date  of
the Form 10-KSB or to modify or update those disclosures affected
by  subsequent events.  In addition, pursuant to the rules of the
SEC,  Item  6 of Part II of the Form 10-KSB has been  amended  to
<PAGE>
contain  currently-dated certifications from the Company's  Chief
Executive  Officer and Chief Financial Officer,  as  required  by
Sections  302  and 906 of the Sarbanes-Oxley Act  of  2002.   The
certifications of the Company's Chief Executive Officer and Chief
Financial Officer are attached to this Form 10-KSB/A as  Exhibits
31(a), 31(b), 32(a) and 32(b).

Except  for the foregoing amended information, this Form 10-KSB/A
continues to speak as of the original filing date of the Form 10-
KSB,  and  the  Company has not updated the disclosure  contained
herein  to  reflect events that occurred at a later date.   Other
events  occurring after the filing of the Form  10-KSB  or  other
disclosures necessary to reflect subsequent events are addressed,
or will be addressed, in subsequent filings with the SEC.
<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,"  "INTEND"  OR  SIMILAR  EXPRESSIONS,  WE  INTEND   TO
IDENTIFY FORWARD-LOOKING STATEMENTS.  YOU SHOULD NOT PLACE  UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.  ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH STATEMENT, DUE  TO
A  VARIETY OF FACTORS, RISKS AND UNCERTAINTIES.  POTENTIAL  RISKS
AND  UNCERTAINTIES INCLUDE, BUT ARE 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"  BELOW
AND  FROM  TIME-TO-TIME IN THE COMPANY'S SECURITIES AND  EXCHANGE
COMMISSION FILINGS.

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS

General

     IGENE  Biotechnology,  Inc.  ("Igene")  is  engaged  in  the
business  of  developing, marketing, and manufacturing  specialty
ingredients for human and animal nutrition.   Igene was formed 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  as  a  source of pigment for coloring farmed salmon species.
Igene   also   supplies   nutraceutical  ingredients,   including
astaxanthin.   Igene  is  focused  on  fermentation   technology,
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.

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

     During  the  year  2001, Igene purchased  its  sales  agent,
ProBio Nutraceuticals AS ("ProBio"), a Norwegian company.  ProBio
specializes in sales and marketing to the pharmaceutical industry
and   feed   ingredients  markets.   In  addition   to   ProBio's
nutraceuticals business, it was hoped the purchase would  add  to
Igene's  management  structure  and  enhance  sales  development.
Following  the  acquisition, Stein Ulve and Per Benjaminsen,  the
managing   director   and  director  of  marketing   and   sales,
respectively,  of ProBio became our chief executive  officer  and
chief   marketing  officer,  respectively,  pursuant  to  written
employment  agreements.  This division was referred to  as  Igene
Norway AS.

     Igene Biotechnology Inc., in an effort to focus on and  grow
its  core  business, on February 5, 2003 disposed of its interest
in  its  former subsidiary, ProBio.  Fermtech AS, a  joint  stock
company  incorporated in the Kingdom of Norway and owned  equally
by  our former chief executive officer, Stein Ulve and our former
chief marketing officer, Per Benjaminsen, purchased the shares of
ProBio.  Mr. Ulve has resigned as CEO and director of Igene while
Mr.  Benjaminsen continues to serve the Company  as  Director  of
Sales and Marketing, effective as of December 31, 2002.
<PAGE>
     Igene  currently  leases manufacturing  capacity  in  Mexico
City,  Mexico, through a contract manufacturer.  In an effort  to
develop  a  dependable source of production, on March  19,  2003,
Tate  &  Lyle PLC and Igene Biotechnology, Inc announced a  50:50
joint venture to produce AstaXin(R) for the aquaculture industry.
Production  will  utilize  Tate & Lyle's fermentation  capability
together with the unique technology developed by Igene.  Part  of
Tate  & Lyle's existing Selby, England, citric acid facility will
be  modified to include the production of 1,500 tons per annum of
this  product.  Tate & Lyle's investment of $25 million  includes
certain  of  its  facility assets currently used in  citric  acid
production.  Commercial production is expected to commence in the
second quarter of calendar year 2004.

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  there under) 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 current 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 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 the
Company's product, AstaXin(R), as a color additive in aquaculture
feeds.   This  ruling,  which became effective  August  8,  2000,
allows Igene  to  market its product, 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),  including  those  for  the
European  Union,  are in progress. Igene is required  to  perform
tests  and  prepare  documentation as  part  of  the  application
process.   It is hoped the application will be submitted  in  the
first half of 2004 and be approved in 2005.

     In  July 2000, Igene also obtained clearance from the FDA to
market its product, AstaXin(R), as a human dietary supplement  in
the  United States.  Scientific literature indicates that natural
astaxanthin,  such  as that in the Company's product, AstaXin(R),
may offer health benefits for  humans  due  to  its   antioxidant
properties.   The FDA notification and the Company'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, 2003, Igene had expended  approximately
$13,774,145  on research and development since its  inception  on
October  27,  1981  and has, as of December  31,  2003,  received
revenues  from  product  sales  and  royalties  of  approximately
$10,873,883  from the proprietary processes resulting  from  such
research  and development.  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 2004.

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

     2003     $ 745,364
     2002     $ 609,781

     Igene's research and development activities have resulted in
the  development of processes to produce the products hereinafter
discussed.
<PAGE>
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 "salmon-colored"  fish.   Fish
feeding trials in Europe, Asia, and North and South America  have
demonstrated  the efficacy of AstaXin(R) in pigmenting  fish.  An
estimated  1,000,000  metric  tons  of  farm-raised  salmon   are
produced  annually worldwide.  Igene derived revenue during  2003
and 2002 from sales of AstaXin(R).  Substantially all of  Igene's
AstaXin(R) 2003 and  2002 sales were to  fish  producers  in  the
aquaculture  industry  in  Chile.   During  2003,  two  customers
located  in  Chile  represented over  83%  of  Igene's  sales  of
AstaXin(R).  As a result,  all of Igene Chile's  receivables  are
located   in   Chile.    All  of  Igene's  current  manufacturing
operations for AstaXin(R) are conducted in a single manufacturing
facility in Mexico City, Mexico.

     On May 20, 2000, Igene renewed its manufacturing arrangement
with Fermic, S.A. de C.V., of Mexico City, Mexico ("Fermic"), for
the production of its natural astaxanthin pigment, AstaXin(R), in
Fermic's  manufacturing facility in Mexico. Commercial production
began in January of 1998.

     The  Fermic contract executed in May 2000, provides that the
manufacturer  has the right and license to produce AstaXin(R) for
Igene,  is  paid a cash fee based on manufacturing capacity,  and
may receive up to 20,000,000 shares of Igene common stock in lieu
of additional cash based on quantity of product manufactured over
the  six  year  term. Of the 20,000,000 shares  available  to  be
earned,  11,089,222  have been earned to date.   Fermic  provides
equipment  and facilities necessary to manufacture and store  the
product  and is responsible for purchasing raw materials.   Igene
is  responsible for sales efforts and for ensuring the quality of
the  pigment.   Igene  also  has a  role  in  ensuring  that  the
manufacturing  process works effectively.  The  contract  expires
May 20, 2006, unless terminated earlier by either party. See Item
2. Description of Property, incorporated herein by reference.

     On  March 18, 2003, the Company entered into a Joint Venture
Agreement  with Tate & Lyle Fermentation Products Ltd.   ("Tate")
Pursuant  to  a  Joint Venture Agreement, the  Company  and  Tate
agreed  to  form  a  joint  venture  (the  "Joint  Venture")   to
manufacture, market and sell Astaxanthin and derivative  products
throughout  the world for all uses other than as a  Nutraceutical
or  otherwise  for  direct human consumption.   Tate  contributed
$24,600,000  in cash to the Joint Venture, while the Company  has
agreed  to transfer to the Joint Venture its technology  relating
to  the  production  of Astaxanthin and assets  related  thereto.
These assets will continue to be used by the Joint Venture in the
same manner as historically used by the Company.  The Company and
Tate each have a 50% ownership interest in the Joint Venture  and
equal  representation on the Board of Directors of  the  Company.
The  value  of the Company's investment in the Joint Venture  has
been  recorded  at  an  amount equal to the  book  value  of  the
Registrant's  consideration contributed at the  creation  of  the
Joint  Venture.   As  the  cost of the Company's  technology  and
intellectual  property has been previously  expensed  and  has  a
carrying  amount  of zero, the initial investment  in  the  Joint
Venture  has  been recorded with a book value of $316,869,  which
represents  the unamortized production costs contributed  by  the
Company to the Joint Venture.

     Production   will  utilize  Tate's  fermentation  capability
together with the unique technology developed by Igene.  Part  of
Tate's  existing  Selby, England, citric acid  facility  will  be
modified  to produce up to 1,500 tons per annum of this  product.
Tate  &  Lyle's investment of approximately $25 million  includes
certain  of  its  facility assets currently used in  citric  acid
production.  Commercial production is expected to commence in the
calendar year 2004.

     Based  on  estimates of worldwide production of farm  raised
salmon,  Igene  believes the market for astaxanthin  as  a  color
additive  in salmon feed exceeds $200,000,000 per year worldwide,
which   would   require   approximately  10,000  metric  tons  of
AstaXin(R) to  serve 100% of the market. 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.  Igene's  production  for  the  year  2004  will
depend on the successful completion  of  the  new  joint  venture
production facility.  However, there can be no assurance that the
Company  and  venture  will  be  able to utilize these additional
<PAGE>
sources of production capacity, or that, if it is able to utilize
the additional production capacity, that it will be able to do so
on terms favorable to Igene  or that any  level  of  demand  will
continue.

      Previously reported litigation (original lawsuit filed July
21,  1997,  in  the U.S. District Court, Baltimore,  MD)  between
Archer   Daniels  Midland,  Inc.  ("ADM")  and  Igene,  involving
allegations  of patent infringement and counterclaims  concerning
the  theft  of trade secrets was settled on September  29,  2003.
ADM  had  requested injunctive relief as well as  an  unspecified
amount   of   damages,  and  Igene  had  filed   a   $300,450,000
counterclaim  concerning the theft of trade secrets.   Resolution
of  the  dispute  between ADM and Igene  did  not  result  in  an
unfavorable  outcome  to Igene.   Accordingly,  no  liability  is
recorded  in  the  balance  sheet.   Under  the  terms   of   the
settlement, Igene is permitted to continue to make and  sell  its
product, AstaXin(R).  See Item 3. Legal Proceedings, incorporated
herein by reference.

     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.

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. In this  regard,
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, trademarks on technology  and
products  with  recognized commercial value, and which  Igene  is
currently  maintaining, include those for  AstaXin(R), which have
remaining lives ranging from 5 to 9 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 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.

     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  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  our
proprietary  process  to  disrupt yeast  cell  walls,  which,  as
studies have shown, makes AstaXin(R) more readily absorbed by the
fish.
<PAGE>
     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.

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 material price fluctuations or changes  in
availability in these raw materials in the near future.

Employees

     At December 31, 2003, Igene had 12 full time employees.  Six
full time employees are in administration and/or marketing, while
the  remainder  are engaged in research, process development  and
support  of  manufacturing activities.  The full  time  marketing
employees include Igene's two sales and technical representatives
in  Chile and one representative in Norway.  The remainder of the
employees  are  based  in the U.S.  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 2.  DESCRIPTION OF PROPERTY

     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  space  under  a  lease
extension  expiring on January 31, 2011.  The approximate  rental
expense is $93,600 per year for the coming two years, $95,900 for
the  third  year, and $408,200 combined for the last four  years.
Approximately  2,000  square feet  of  this  space  is  used  for
executive and administrative offices and approximately 2,500 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  also  leases,  under a contract  expiring  May  2006,
manufacturing capacity at Fermic S.A. de C.V. (Fermic) in  Mexico
City,  Mexico and leases warehouse space for product  storage  in
Mexico  City.  The lease for warehouse space is on an  as  needed
basis, and Igene is under no obligation to lease space.

     Igene began a one year lease in December 2001, which renewed
in  December  2003, of approximately 220 square  feet  of  office
space,  in  Chile,  to  conduct marketing and  technical  support
activities  by  its  full-time technical representatives.   Igene
also  leases warehouse space on a month-to-month basis as  needed
for product storage in Chile.

     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.    If
demand for Igene's product continues to increase, Igene plans  to
lease additional warehouse space as needed in Chile.


ITEM 3.  LEGAL PROCEEDINGS

     Previously reported, litigation (original lawsuit filed July
21,  1997,  in  the U.S. District Court, Baltimore,  MD)  between
Archer   Daniels  Midland,  Inc.  ("ADM")  and  Igene,  involving
allegations  of patent infringement and counterclaims  concerning
the  theft  of trade secrets was settled on September  29,  2003.
ADM  had  requested injunctive relief as well as  an  unspecified
amount   of   damages,  and  Igene  had  filed   a   $300,450,000
counterclaim  concerning the theft of trade secrets.   Resolution
of  the  dispute  between ADM and Igene  did  not  result  in  an
unfavorable  outcome to Igene.   Accordingly,  no  liability  was
recorded  in  the  balance  sheet.   Under  the  terms   of   the
settlement, Igene is permitted to continue to make and  sell  its
product, AstaXin(R).  Igene had expenses of $131,464 and  $47,159
in  2003  and  2002 respectively, associated with  this  on-going
litigation.

<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

<PAGE>

                             PART II

ITEM 5.   MARKET   FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS.

Common Stock

     Commencing  on or about June 12, 1989, Igene's common  stock
began  trading on the over-the-counter market on a limited  basis
and  is  quoted on the National Quotation Bureau's OTC  "bulletin
board".   The  following  table shows, by calendar  quarter,  the
range  of representative bid prices for Igene's common stock  for
2003 and 2002.
<TABLE>
<CAPTION>
       Calendar Quarter                   High           Low
       ________________                 _______        _______
<S>                                     <C>            <C>
2003:  First Quarter                    $ .1000        $ .0070
       Second Quarter                   $ .0800        $ .0400
       Third Quarter                    $ .0700        $ .0200
       Fourth Quarter                   $ .2100        $ .0600

2002:  First Quarter                    $ .0800        $ .0400
       Second Quarter                   $ .0575        $ .0230
       Third Quarter                    $ .0400        $ .0200
       Fourth Quarter                   $ .0270        $ .0070

</TABLE>

     Igene  obtained the above information through  Pink  Sheets,
LLC,  a  national quotation bureau.  Such quotations  are  inter-
dealer   quotations  without  retail  mark-up,   mark-downs,   or
commissions,  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 25, 2004 was 250.  As of March 25, 2004,  the
high  bid and low offer prices for the common stock, as shown  on
the  "over-the-counter  bulletin board"  were  $0.15  and  $0.17,
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 $.64 per share on a quarterly
basis.   During 1988 Igene declared and paid a cash  dividend  of
$.16  per share of its preferred stock.  In December 1988,  Igene
suspended payment of the quarterly dividend of $.16 per share  of
preferred  stock.  No dividends 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, 2003, total dividends in
arrears  on Igene's preferred stock equal $249,905 (or $9.76  per
share)  on  Igene's Series A and $150,000 (or $.80 per share)  on
Igene's  Series  B  are  included in the carrying  value  of  the
redeemable preferred stock.

     Dividends  on common stock are currently prohibited  because
of  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.

Sales of Unregistered Securities

     On  April  3,  2003,  the  Board of Directors,  in  lieu  of
additional compensation, authorized the payment of shares to  Dr.
Stephen  Hiu  and Mr. Patrick Monahan.  Each of them was  awarded
83,333  shares  of  Igene common stock.   The  aggregate  166,666
shares was issued and expensed based on market value at the  time
of  award,  $.060 per share, or $10,000 of combined compensation.
Igene  relied on Section 4(2) of the Securities Act of  1933,  as
amended,  to issue the shares to the holder of the variable  rate
subordinated debenture without registration under the  Securities
Act of 1933, as amended.
<PAGE>
     During  the  course  of 2003, Fermic, Igene's  manufacturing
agent,  earned 2,785,957 shares of common stock as  part  of  the
manufacturing  agreement.  Fermic earns 2,250  shares  of  common
stock  for  each kilogram pure astaxanthin produced and delivered
as  part  of  the agreement. The average price is  based  on  the
market  value of the shares at the time the product was produced.
Fermic  can  earn  up  to 20,000,000 shares in  total  under  the
contract.   The 2,785,957 shares were earned at an average  price
of   $.05  per  share  for  2003.   Through  December  31,  2003,
11,089,222 shares have been earned.  Any future shares earned  by
Fermic  will  be  issued on a quarterly basis.  Igene  relied  on
Section 4(2) of the Securities Act of 1933, as amended, to  issue
the  shares to Fermic without registration under that act.  Igene
relied  on the representations and warranties of Fermic  made  in
the   manufacturing  agreement  in  claiming  the  aforementioned
exemption.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     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 "Risk Factors" below and from time-to-time  in
Igene's Securities and Exchange Commission filings.

Results of Operations

     During  2003,  the  Company entered  into  a  Joint  Venture
Agreement  with Tate & Lyle Fermentation Products Ltd.   ("Tate")
Pursuant  to  a  Joint Venture Agreement, the  Company  and  Tate
agreed  to  form  a  joint  venture  (the  "Joint  Venture")   to
manufacture, market and sell Astaxanthin and derivative  products
throughout  the world for all uses other than as a  Nutraceutical
or  otherwise  for  direct human consumption.   Tate  contributed
$24,600,000  in cash to the Joint Venture, while the Company  has
agreed  to transfer to the Joint Venture its technology  relating
to  the  production  of Astaxanthin and assets  related  thereto.
These assets will continue to be used by the Joint Venture in the
same manner as historically used by the Company.  The Company and
Tate each have a 50% ownership interest in the Joint Venture  and
equal  representation on the Board of Directors of  the  Company.
The  value  of  the  Company's initial investment  in  the  Joint
Venture has been recorded at an amount equal to the book value of
the Registrant's consideration contributed at the creation of the
Joint  Venture.   As  the  cost of the Company's  technology  and
intellectual  property has been previously  expensed  and  has  a
carrying amount of zero, the investment in the Joint Venture  has
been recorded with a book value of $316,869, which represents the
unamortized production costs the Company contributed to the Joint
Venture.

     Production   will  utilize  Tate's  fermentation  capability
together with the unique technology developed by Igene.  Part  of
Tate's  existing  Selby, England, citric acid  facility  will  be
modified  to produce up to 1,500 tons per annum of this  product.
Tate's  investment of approximately $25 million includes  certain
of  its facility assets currently used in citric acid production.
Commercial  production is expected to commence  in  the  calendar
year 2004.  Sales and cost of sales activity are now recorded  as
part of the earnings of unconsolidated subsidiary.

Sales and other revenue

     As part of the Joint Venture agreement, all further sales of
AstaXin(R) are recognized through the venture company. Therefore,
Igene  recorded no sales during the last half of 2003.  For  2003
and  2002,  sales  were $463,486 and $3,491,765,  respectively--a
decrease of $3,028,279 or 86.7%.  Sales had been limited  in  the
past  quarters due to insufficient production quantity.  However,
the  primary  cause  for  the decreased sales  for  the  year  as
compared with the prior year is that, as of June, 2003, Igene had
sold its remaining inventory to the Joint Venture in anticipation
of  the  consummation of the Joint Venture Agreement.  Management
anticipates that the joint venture with Tate will provide a  more
dependable  product flow.  However, there can be no assurance  of
the  dependability  of  production,  or  that  any  increases  in
production or sales will occur, or that if they occur, they  will
be material.
<PAGE>
Cost of sales and gross profit

     As with  sales revenue, from June 30, 2003 forward  cost  of
sales  and gross profit were recognized and will continue  to  be
recognized  through the Joint Venture.  Igene reported  no  gross
profit on sales of AstaXin(R) for the last half of  2003.   Gross
profit on sales  of AstaXin(R) was $17,342 for 2003  which  is  a
decrease  of  $306,789  from  the $324,131  for  the  year  ended
December 31, 2002.  Gross profit fell from 9% of sales for  2002,
to  4% for 2003.  The Company attributes the fall in gross profit
to   a  combination  of  pricing  pressure  in  the  market   and
inefficiencies  in  production.  Demand is expected  to  increase
both due to seasonal increases in customer usage and increases in
our  market  share.   Management expects  that  sales  and  gross
profits  may  be  limited  by  the  quantities  of AstaXin(R) the
Company  is  able  to  have  produced  by  its  current  contract
manufacturer,  while  the  Joint Venture prepares for production.
The  Company believes   that  the  lack  of  production  capacity
should be alleviated as the Joint Venture plant begins production
in 2004.  Unless  augmented  by increases in production resulting
from  the Joint  Venture  and  increased  production   efficiency
resulting from process  research and development, sales and gross
profit  growth  may  be  limited  by  production    restrictions.
Management expects the level of gross profit  to improve  in  the
future  as a percentage  of  sales,  with expected  increases  in
production  efficiency  received from the Joint Venture with Tate
offsetting  pricing competition, but can provide no assurances in
that  regard  to  future increased production or future increased
margin.

     Cost of  sales  for the 2003 were $446,144 as compared  with
cost of sales of $3,167,634, for 2002.

Marketing and selling expenses

     Marketing and  selling expenses for 2003  were  $328,393,  a
decrease  of  $225,831, or 40.7% from the marketing  and  selling
expenses  of  $554,224  for  2002.  A portion  of  this  decrease
results  from a decrease in sales force costs resulting from  the
disposition  of  ProBio.  In addition, the reduction  of  salable
product   currently   available  to  Igene   from   its   current
manufacturer  has caused a corresponding reduction  in  marketing
and selling expense.  As a result of the Joint Venture with Tate,
Igene  is  expecting  an  increase  in  salable  product  with  a
corresponding  increase  in sales costs  at  the  point  the  new
facility is in production.  However no assurances can be made  in
regards  to  increased production from the new facility  nor  the
corresponding  increase in selling costs.   Of the marketing  and
selling  expenses  incurred by Igene approximately  $181,000  was
reimbursed by the Joint Venture during 2003.

Research, development and pilot plant expenses

     Research, development and pilot plant expenses for 2003  and
2002  were  $745,364  and $609,781, respectively,  reflecting  an
increase  of  $135,583 or 22.2%.  Costs increased in  support  of
increasing  the  efficiency of the manufacturing process  through
experimentation  in the Company's pilot plant, undertaken  in  an
attempt  to  develop higher yielding strains of yeast  and  other
improvements in the  Company's AstaXin(R) technology.   Igene  is
hoping  this  will lead to an increase in salable  product  at  a
reduced  cost  to  Igene  and  the  Joint  Venture.   However  no
assurances can be made in that regard.  These costs are currently
funded  through  reimbursement from the  Joint  Venture.   During
2003,  the Joint Venture reimbursed Igene approximately  $638,000
for the costs.

General and administrative expenses

     General and administrative expenses for 2003 and  2002  were
$687,427  and $963,907, respectively, a decrease of $276,480,  or
28.7%.   This decrease is primarily due to a one time  charge  of
$125,000  incurred during the third quarter of  2002  for  shares
issued  as  compensation.   The Board of  Directors,  in  further
attempts   to  ascertain  a  manufacturing  partner,   authorized
retention  of  the services of Mr. Martin Gerson.   The  expected
term  of the service is two (2) years.  In compensation for  this
service, Mr. Gerson was awarded 12,000,000 shares of Igene common
stock.  As there is only an expectation for term of service,  but
not  a   requirement, the total amount of $125,000  was  expensed
during  the third quarter of 2002.  The value of the services  to
be  performed  by Mr. Gerson was $125,000, as determined  by  the
Board  of Directors.  In determining the number of shares  issued
for the services to be performed, consideration was given to such
factors  as blockage discounts and the restricted status  of  the
common  stock  issued.  In addition, general  and  administrative
expenses  decreased  as  a result of the  disposition  of  ProBio
Nutraceuticals  and  the reduced management compensation  expense
and  overhead  relieved  associated with  ProBio  Nutraceuticals.
General and administrative expenses are expected to remain at the
current  level.   These expenses are expected  to  be  funded  by
additional  funding  from stockholders, and by  cash  flows  from
<PAGE>
operations, to the extent available for such purposes.   However,
we can provide no assurances that such additional funding or cash
flows  from  operations,  will  become  available  or  that  such
funding,  if any, will be available upon terms favorable  to  us.
Of  the general and administrative expenses incurred during 2003,
approximately $398,000 were reimbursed by the Joint Venture.

Litigation expenses

     Previously reported litigation (original lawsuit filed  July
21,  1997,  U.S.  District Court, Baltimore,  MD  between  Archer
Daniels Midland, Inc. ("ADM") and Igene, involving allegations of
patent  infringement and counterclaims concerning  the  theft  of
trade secrets, was resolved on September 29, 2003.  Resolution of
the  dispute  between   ADM  and  Igene  did  not  result  in  an
unfavorable  outcome to Igene.  Igene will continue to  make  and
sell  its product, AstaXin(R).  The Company incurred $133,464  of
litigation expenses for 2003 and $47,159 for 2002.

Expenses reimbursement by Joint Venture

     As  part  of the Joint Venture agreement, costs incurred  by
Igene related to production, research and development, as well as
those  related  to  the marketing of AstaXin(R),  are  considered
costs  of the Joint Venture and therefore are reimbursed  by  the
Joint  Venture.   For  the year ended December  31,  2003,  costs
reimbursed  by  the  Joint Venture totaled  $1,252,565.   Of  the
reimbursement  received  approximately  $638,000  was  to   cover
research  and development costs, $181,000 was to cover  marketing
and  selling  expenses  and $398,000 was  to  cover  general  and
administrative costs.

Interest expense (net of interest income)

     Interest expense (net of interest income) for 2003 and  2002
was $965,737 and $901,989 respectively, an increase of $63,748 or
7%.   This increase is due to the $68,194 in cumulative dividends
accrued in the quarters ended September 30, and December 31, 2003
from preferred stock which was recorded as interest expense.  The
remainder of interest expense (net of interest income) was almost
entirely composed of interest on Igene's long term financing from
its  directors  and  other stockholders and interest  on  Igene's
subordinated  and  convertible debentures,  and  is  expected  to
remain at the current level.

Equity in earnings of unconsolidated subsidiary

     As  a result of the Joint Venture, the production, sales and
marketing  of  Astaxanthin now take place in  the  unconsolidated
Joint Venture subsidiary.  For 2003, Igene's portion of the Joint
Venture loss was $914,494 of which $818,052 is recognized in  the
financial statements.  The loss was a result of a 50% interest in
the  following:  Gross profit for the year was a negative $17,600
on  sales  of  $1,133,675, less manufacturing cost of $1,151,275.
Selling, general and administrative expenses for the period  were
$1,827,703  and interest income was $16,315.  The resulting  loss
before tax was $1,828,988.  For 2003, Igene's 50% portion of  the
Joint Venture loss was $914,494.  Igene's share of losses in  the
Joint  Venture will be recognized only to the extent  of  Igene's
consideration  paid  for  its initial  investment  in  the  Joint
Venture and any net advances Igene has made to the Joint Venture.
Losses   in  excess  of  this  amount  will  be  suspended   from
recognition  in  the financial statement and carried  forward  to
offset  Igene's  share of the Joint Venture's future  income,  if
any.   Income in the future, if any, will only be recognized once
all  previously deferred losses have been exhausted.  As  of  the
fourth  quarter of 2003 the company has investments  and  amounts
due  from  the joint venture of $818,052.  Igene's share  of  the
Joint  Venture's  loss  at December 31,  2003  equaled  $914,494,
exceeding the total investment by $96,442.  This excess loss, and
Igene's portion of all future losses incurred as a result of  the
Joint Venture, will be suspended until the point at which Igene's
investment  in the Join Venture can absorb such losses  or  until
the Joint Venture has earnings.

     The  following  statement displays the significant  activity
for  the Joint Venture from the March 18, 2003 initial investment
in the Joint Venture through December 31, 2003.
<PAGE>

<TABLE>
<CAPTION>
                                                    Dec 31,
                                                      2003
                                               ____________
                                               (Unaudited)
<S>                                            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                    $   839,000
  Accounts receivable                              646,000
  Inventory                                        977,000
                                               ____________
                                                 2,462,000
OTHER ASSETS
  Fixed Assets Receivable                       21,614,000
  Intellectual property                         24,614,000
                                               ____________
     TOTAL ASSETS                              $48,690,000
                                               ============

LIABILITIES AND EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses        $   752,000
  Working capital loan                             533,000
                                               ____________
     TOTAL LIABILITIES                           1,285,000
  Equity                                        47,405,000
                                               ____________
     TOTAL LIABILITIES AND EQUITY              $48,690,000
                                               ============

</TABLE>
<TABLE>
<CAPTION>
                                                Period from
                                          March 18, 2003 to
                                          December 31, 2003
                                          _________________
                                             (Unaudited)
<S>                                       <C>
Net Sales                                      $ 1,134,000
Less: manufacturing cost                        (1,151,000)
                                               ____________
Gross Profit                                       (17,000)
Less: selling, general and administrative       (1,828,000)
                                               ____________
Operating Loss                                  (1,845,000)
Interest Income                                     16,000
                                               ____________
Net Loss                                       $(1,829,000)
                                               ============

Igene's 50% equity interest in the net loss    $  (914,494)
Igene's Investment in and Advances
   to the Joint Venture                        $  (818,052)
                                               ____________

Igene's suspended loss                         $   (96,442)
                                               ============
</TABLE>

At  December  31,  2003 the Joint Venture owes  the  Company  net
advances of $495,183, which are included in the accounts  payable
and accrued expenses above.

Disposition  of ProBio Subsidiary and net loss from  discontinued
operations

     As  reported on Form 8-K on February 20, 2003, Igene, in  an
effort  to focus on and grow its core business, disposed  of  all
10,000  of the issued and outstanding shares of capital stock  of
ProBio.  Fermtech AS, a joint stock company incorporated  in  the
Kingdom of Norway and owned equally by our former chief executive
officer,  Stein Ulve and our former chief marketing officer,  Per
Benjaminsen,  purchased  the shares  of  ProBio.   Mr.  Ulve  has
resigned  as  CEO  and  director of Igene while  Mr.  Benjaminsen
continues  to  serve  the  Company as in independent  consultant,
effective as of December 31, 2002.
<PAGE>

     Igene  sold ProBio to Fermtech AS in exchange for  aggregate
consideration  valued  at approximately $343,000,  consisting  of
7,000,000  shares  of Igene common stock that Fermtech  initially
received  in consideration for the purchase of ProBio in December
2001  (of  these  shares, 2,000,000 shares may  be  re-earned  by
Fermtech  as  described below), valued for the  purposes  of  the
acquisition  at $.03 per share, plus forgiveness of approximately
$168,000  of  debt  that  Igene owed to ProBio  at  the  time  of
purchase  in  2001.  Mr. Benjaminsen remained employed  by  Igene
through  February 2004, and 1,000,000 of the escrowed  shares  of
common  stock  were  delivered to Fermtech.  If  Mr.  Benjaminsen
remains  employed by Igene through February 2005,  the  remaining
1,000,000  escrowed  shares  will be  released  from  escrow  and
delivered to Fermtech.  The remaining 5,000,000 shares of  common
stock of Igene were retired effective February 5, 2003.

     The  amount  of consideration paid for ProBio was determined
through  arms-length  negotiations between Igene  management,  on
behalf  of  Igene, and Mr. Ulve, on behalf of Fermtech.   Factors
considered  in determining the amount paid for the ProBio  shares
involved  analysis of ProBio's cash flow, cash position,  revenue
and revenue prospects.

     The  equipment and other physical property disposed of  that
was owned by ProBio includes inventory, personal computers, a web
site  and  trademark, other office equipment and  furniture,  and
accounts   receivables   and   accounts   payable   related    to
nutraceutical transactions.  The 2002 net operating loss  of  the
division being sold as ProBio is $437,051 ($0.01 loss per  common
share)  on  sales  of $2,306,193 and are reflected  on  the  2002
consolidated  statement of operations as loss  from  discontinued
operations.

Gain on disposition

     Igene  sold ProBio to Fermtech AS in exchange for  aggregate
consideration  valued  at approximately $343,000,  consisting  of
7,000,000 shares of Igene common stock that was owned by Fermtech
(of  these shares, 2,000,000 shares may be re-earned by  Fermtech
as   described   below),  valued  for   the   purposes   of   the
2001acquisition  of  ProBio by Igene  at  $.03  per  share,  plus
forgiveness of approximately $168,000 of debt that Igene owed  to
ProBio  at the time of purchase in 2001. Provided Mr. Benjaminsen
remains employed by Igene through February 2004, 1,000,000 of the
escrowed shares of common stock will be delivered to Fermtech. If
Mr.  Benjaminsen remains employed by Igene through February 2005,
the  remaining  1,000,000 escrowed shares will be  released  from
escrow  and  delivered to Fermtech. Gain on disposal  during  the
first  quarter  of 2003 was $237,637.  This gain was  a  one-time
occurrence  as  a  result of the disposition of  the  assets  and
liabilities associated with ProBio.

Net loss and basic and diluted net loss per common share

     As  a  result  of the foregoing result of operations,  Igene
reported  net  losses of $2,170,893 and $3,189,980 for  2003  and
2002,  respectively, a decreased loss of $1,019,087 or  31.9%,  a
loss  of $.02 and $.04 per basic and diluted common share in 2003
and 2002, respectively.  The weighted average number of shares of
common  stock outstanding of 88,485,283 and 81,544,079  for  2003
and  2002,  respectively, an  increase of 6,941,204 shares.   The
increase in outstanding shares resulted from the weighted average
adjustment of the issuance of 3,750,000 shares in the exercise of
warrants, the issuance of 166,666 shares of common stock in  lieu
of salary increases to certain officers of Igene, the issuance of
2,785,957  shares to Igene's manufacturer under the manufacturing
agreement with Fermic, 100,000 shares in issuance for exercise of
employee  stock incentive plan, 1,100 in conversion of redeemable
preferred   stock,  less  the  retirement  of  7,000,000   shares
reacquired as part of the disposition of ProBio.

Financial Position

     During  2003  and 2002, the following also affected  Igene's
financial position:

  o  Igene sold to third parties or sold to the Joint Venture its
     entire inventory during 2003.  The result was an increase to
     cash of $374,709.

  o  In  addition,  accounts  receivable  and prepaid assets were
     sold  to  the  Joint Venture which increased cash by $38,886
     from the  reduction in accounts receivable and $378,864 from
     the reduction in prepaid assets.

  o  Increase  in  cash  flow  has  allowed for the reduction  in
     accounts payable of $409,784, of which $250,000 was used for
     the repayment of borrowings.

<PAGE>

  o  Igene  issued  40,000  shares  in  2002  on a variable  rate
     subordinated   debenture   with   a   principal  balance  of
     $1,500,000, recording interest expense and increasing common
     stock and paid-in capital by $90,000 in 2002.  On October 1,
     2002,  Igene  exercised  its  right  to satisfy this debt by
     paying  the  holder  of  the  variable   rate   subordinated
     debenture   187,500   shares   of  Series  B  8%  Cumulative
     Convertible Preferred Stock, valued pursuant to the terms of
     the debenture at a rate of $8.00 per share.   The   carrying
     amount of the redeemable preferred stock  was  increased and
     paid-in   capital   available  to  common  shareholders  was
     decreased  by $90,000 in 2003, reflecting cumulative  unpaid
     dividends on redeemable preferred stock.

  o  The  carrying  value of redeemable preferred stock Series A,
     was  increased  and  paid-in  capital  available  to  common
     shareholders  was  decreased  by $16,387 and $16,900 in both
     2003  and  2002,  respectively  reflecting cumulative unpaid
     dividends on redeemable preferred stock.

  o  Holders of Series A preferred stock converted 550  shares of
     preferred  stock in 2003 into 1,100 shares of common  stock,
     reducing  the  liquidation  value  of  redeemable  preferred
     stock by $9,416.

  o  During  the  year  ended  December  31, 2002 and 2001, Igene
     purchased  equipment in the amount of $113,025 and $211,380,
     respectively, to  be used by its manufacturing agent related
     to an investment agreement of up to $500,000 to be spent  by
     the manufacturing agent for improvements.   These funds will
     be  credited  to  Igene  production costs over the remaining
     term of the manufacturing agreement.

  o  During  the year ended December 31, 2003 and 2002, 3,750,000
     and  194,400  warrants,  respectively,  were exercised using
     $200,892  and  $14,300  of  8% notes  payable  in a cashless
     exercise.   3,750,000 and 194,400 new shares of common stock
     were  issued  pursuant  to  these  exercises of warrants and
     $200,892 and $14,300 of 8% notes were cancelled.

     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, 2003, total dividends in arrears  on
Igene's  preferred stock equal $249,905 (or $9.76 per  share)  on
Igene's  Series  A  and $150,000 (or $.80 per share)  on  Igene's
Series  B  are  included in the carrying value of the  redeemable
preferred stock.

Liquidity and Capital Resources

     Historically, Igene  has  been funded  primarily  by  equity
contributions  and loans from stockholders. As  of  December  31,
2003,  Igene  had working capital of $75,848, and cash  and  cash
equivalents of $63,075.

     Cash used by operating activities in 2003 and 2002  amounted
to $241,810 and $1,312,880, respectively, a decrease in cash used
of $1,071,070.

     Cash used by investing activities in 2003 and 2002  amounted
to  $10,223, and $136,958, respectively, a decrease in cash  used
of $126,735.

     During 2002  cash  provided  by  financing  activities   was
$1,553,062,  it included $1,550,000 from issuances of  debentures
to  directors,  and  the  remainder was net  proceeds  of  a  new
equipment  lease.  During 2003 cash used by financing  activities
was  $182,603, it was comprised primarily of a $250,000 repayment
of  notes  received from directors during 2002.  The  balance  is
comprised  of equipment lease payments and purchases through  the
employee   stock  incentive  program,  reduced  by  increase   in
preferred stock for cumulative dividend classified as interest.

     Over the  next twelve months, Igene believes  it  will  need
additional  working  capital.  This funding  is  expected  to  be
received from sales  of  AstaXin(R) through  the  Joint  Venture.
However,  there  can be no assurance that projected  profits,  if
any,  from  sales, or additional funding from the  Joint  Venture
will be sufficient for Igene to fund its continued operations.

<PAGE>

     Approximately $6,300,000 in long-term debt was  scheduled to
become  payable  in  March 2003, and has been extended  to  March
2006.  We do not have the ability to repay such debt at this time
and  management feels any attempts to satisfy the  debt  at  this
time  would have adverse effects on the Company.  Management  has
negotiated  with  the holders of the debt to  extend  the  debt's
maturity to a time when the Company is better able to satisfy its
obligation.

     Igene does  not  believe that inflation  had  a  significant
impact on its operations during 2003 and 2002.

Critical Accounting Policies

      The  preparation of our financial statements in  conformity
with   accounting  principles  generally  accepted  in  the  U.S.
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 the results presented in
our   financial  statements  that  require  management  to   make
judgments and estimates that are inherently uncertain:

      Our  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 our currently  marketed  product,
AstaXin(R).

     The Joint Venture recognizes revenue from product sales when
there is persuasive evidence that an arrangement exists, delivery
has   occurred,   the  price  is  fixed  and  determinable,   and
collectibility is reasonably assured.  Allowances are established
for   estimated  uncollectible  amounts,  product   returns   and
discounts.

      The  investment in the Joint Venture is accounted for under
the  equity method whereby the Company's 50% ownership percentage
in  the  Joint Venture's equity is reflected as an asset and  the
changes  in  the  Joint  Venture's equity  as  a  result  of  its
operations  is reflected in the Company's consolidated  statement
of  operations subject to certain limitations.  Igene's share  of
losses in the Joint Venture will be recognized only to the extent
of  Igene's consideration paid for its initial investment in  the
Joint  Venture and any net advances Igene has made to  the  Joint
Venture.  Losses in excess of this amount will be suspended  from
recognition  in  the financial statement and carried  forward  to
offset  Igene's  share of the Joint Venture's future  income,  if
any.   Income in the future, if any, will only be recognized once
all  previously deferred losses have been exhausted.  The Company
evaluates its investment in the Joint Venture for impairment,  as
it  does  for all other assets.  The accounting policies followed
by the Joint Venture are in conformity with accounting principals
generally accepted in the United States of America.

ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS

     The consolidated financial statements appear after Part  III
of this Report and are incorporated herein by reference.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
          FINANCIAL DISCLOSURE

    None.

ITEM 8A.  CONTROLS AND PROCEDURES

     Based  on  their most recent review, which was completed  at
the  time of this report, Igene's principal executive officer and
principal financial officer have concluded that, except as  noted
below,  Igene's disclosure controls and procedures are  effective
to  ensure that information required to be disclosed by Igene  in
the  reports  that  it  files  or submits  under  the  Securities
Exchange Act of 1934, as amended, is accumulated and communicated
to  Igene's management, including its principal executive officer
and  principal financial officer, as appropriate to allow  timely
decisions  regarding  required disclosure and  are  effective  to
ensure  that such information is recorded, processed,  summarized
and reported within the time periods specified in the SEC's rules

<PAGE>

and  forms. There were no significant changes in Igene's internal
controls  or  in  other  factors that could significantly  affect
those controls subsequent to the date of their evaluation.

     The  Company  has  restated  its previously issued financial
results  for  the  second,  third and fourth quarters of 2003, as
well as the first three quarters of 2004.   This  restatement was
primarily the result of the Registrant's  investment in the Joint
Venture,  which  should  have  been  recorded  at an amount equal
to the value of the Registrant's consideration contributed at the
creation  of  the Joint  Venture  (not  as  the  excess  of  fair
value  of  the  Registrant's investment in the Joint Venture over
the historical cost basis).   As  a result, the investment in the
Joint  Venture should  have  been initially recorded with a value
of $316,869; rather than   the   twelve  million,  three  hundred
thousand  ($12,300,000)  initially  recorded  in  the   Financial
Statements.

     Additionally,  the  Company can not recognize losses of  the
Joint  Venture  beyond  its investment in the Venture.  As of the
fourth quarter of 2003 the Company had an initial  investment  of
and amounts due from the Joint Venture of $818,052. Igene's share
of the loss through December 31, 2003 equaled $914,494, exceeding
the  total  investment  by $96,442.  This excess  loss,  and  all
future losses incurred as a result of the Joint Venture, that are
in  excess  of  the  Company's investment and advances,  will  be
suspended until the point that the profits of the Joint  Venture,
if any, exceed the incurred losses.

     As  in  the  originally  issued  financial  statements,  the
Company's preferred stock  have  been classified  as  liabilities
in  the  restated  financial  statement  in  accordance  with the
Statement  of Financial  Accounting Standards No. 150 "Accounting
for  Certain Financial  Instruments with Characteristics of  Both
Liabilities  and  Equity"  ("FASB 150").   However,  the  amounts
previously stated  as  dividends after the effective date of FASB
150, which was at the beginning of the  third  quarter  of  2003,
have been  recharacterized  as  interest expense in the  restated
financial statements.  This recharacterization increases interest
expense by $68,194 for the year ended December 31, 2003.

<PAGE>

                            PART III


ITEM 9.   DIRECTORS,  EXECUTIVE  OFFICERS,   PROMOTERS,   CONTROL
          PERSONS, AND KEY EMPLOYEES


     Igene's  directors  are elected annually by the stockholders
of Igene.  The directors, executive officers and key employees of
Igene as of December 31, 2003 are as follows:

<TABLE>
<CAPTION>
Name                         Age    Position with Igene
___________________________  _____  _____________________________
<S>                          <C>    <C>

Michael G. Kimelman          65     Chairman of the  Board  of
                                    Directors, member of audit
                                    committee

Thomas L. Kempner            76     Vice Chairman of the Board
                                    of Directors, member of
                                    finance committee

Stephen F. Hiu               47     Director, President, Chief
                                    Technical Officer, and
                                    Director of Research and
                                    Development

Patrick F. Monahan           53     Director, Vice-President,
                                    Secretary, and Director
                                    of Manufacturing

Sidney R. Knafel             73     Director, member of finance
                                    committee

Edward J. Weisberger         39     Chief Financial Officer

Per A. Benjaminsen           35     Director of Sales
                                    and Marketing

</TABLE>

Each of our directors was elected for a one-year term at our most
recent  annual meeting, held in May of 2003.  Our officers  serve
at  the  pleasure  of  the  Board of Directors  and  until  their
respective successors are elected and qualified.

MICHAEL  G.  KIMELMAN  has served as a Director  of  Igene  since
February  1991  and as Chairman of the Board of  Directors  since
March 1991.  He is a founder and member of Kimelman & Baird, LLC,
as  well  as  Chairman of the Board of Directors  of  Astaxanthin
Partners  Ltd.   He  also serves on the Board and  the  Executive
Committee of the Hambletonian Society.

THOMAS L. KEMPNER is Vice Chairman of the Board of Directors  and
has been a Director of Igene since its inception in October 1981.
He  is and has been Chairman and Chief Executive Officer of  Loeb
Partners  Corporation,  investment bankers,  New  York,  and  its
predecessors since February 1978.  He is currently a Director  of
CCC  Information  Services Group, Inc., Dyax, Fuel  Cell  Energy,
Inc.,   Insight  Communications  Co.,  Inc.,  and  Intermagnetics
General  Corp.  He is a Director Emeritus of Northwest  Airlines,
Inc.

STEPHEN F. HIU was appointed Chief Technical Officer in 2002, and
has  served  as  President and Treasurer since  March  1991,  and
elected  a  Director  in August 1990.  He has  been  Director  of
Research  and Development since January 1989 and, prior  thereto,
was  Senior Scientist since December 1985, when he joined  Igene.
He  was  a  post-doctoral  Research  Associate  at  the  Virginia
Polytechnic Institute and State University, Blacksburg, Virginia,
from  January  1984 until December 1985.  Dr. Hiu holds  a  Ph.D.
degree  in microbiology from Oregon State University and  a  B.S.
degree  in biological sciences from the University of California,
Irvine.

PATRICK F. MONAHAN has served as  Vice-President since 2002,  and
as  Director  of Manufacturing and as a Director of  Igene  since
April 1991.  He has served as Secretary since September 1998.  He
has  managed  Igene's fermentation pilot plant since 1982.  Prior
thereto, he was a technical specialist in the fermentation  pilot
plant  of  W.R. Grace and Co. from 1975 to 1982. He  received  an
Associate  of  Arts  degree in biology from  Allegheny  Community
College  and  a B.S. degree in biology with a minor in  Chemistry
from Frostburg State College, Frostburg, Maryland.

<PAGE>

SIDNEY  R. KNAFEL, has served as a Director of Igene since  1982,
has  also  been  Managing Partner of SRK  Management  Company,  a
private investment concern located in New York City, since  1981.
He  has also served  as Chairman of Insight Communications,  Inc.
since  1985.  He is also currently a Director of General American
Investors Company, Inc. as well as a number of private companies.

EDWARD  J.  WEISBERGER was appointed Chief Financial  Officer  of
Igene  in  December  2001.  He is a CPA with  multiple  years  of
financial experience in the public and private sectors with  both
smaller and fortune 100 companies.

PER  A.  BENJAMINSEN served as Chief Marketing Officer  of  Igene
from December 2001 through December 2002.  He received his degree
in  fisheries science at the University of Tromso, Norway. He was
the  founder and entrepreneur of a specialty refining company  of
essential fatty acids in Norway.

Section 16(a) Beneficial Ownership Reporting Compliance

     Igene  believes  that  during 2003 and through March of 2004
all of its officers and directors of more than 10% of its  common
stock,  have filed all past due reports and come into  compliance
with  Section  16(a)  reporting  requirements  with  respect   to
acquisitions  and  dispositions of Igene's securities,  with  the
exception  of the 11,000,000 warrants issued to Michael  Kimelman
in  2003.  This is being corrected in April of 2004.    In making
this   disclosure,   Igene   has   relied   solely   on   written
representations  of its directors, officers  and  more  than  10%
holders  and  on copies furnished to Igene of reports  that  have
been filed with the Securities and Exchange Commission.

ITEM 10.  EXECUTIVE COMPENSATION

     The  following  tables show the compensation paid or accrued
by  Igene  to the Chief Executive Officer, and each of  the  four
most  highly  compensated officers other than  the  CEO.   During
2002,  no Directors were compensated for their Board or Committee
activities.   Other  than  the 1986  and  1997,  and  2001  Stock
Incentive  Plan  and the Simple Retirement Plan described  below,
Igene has no profit sharing or incentive compensation plans.

<TABLE>
<CAPTION>
                          SUMMARY COMPENSATION TABLE

                                         Salary                  Salary
                                         Compensation            Compensation
Name and Principal Position      Year    ($)             Year    ($)
___________________________     ______   ____________   ______   _____________
<S>                             <C>      <C>            <C>      <C>

Stein Ulve                      2002     $    100,000   2003     $         000
Chief Executive Officer

Stephen Hiu                     2002     $    114,200   2003     $     113,400
President

Patrick Monahan                 2002     $    106,840   2003     $     103,506
Director

Per Benjaminsen                 2002     $    100,000   2003     $     100,000
Chief Marketing Officer

Edward Weisberger               2002     $    103,340   2003     $     103,906
Chief Financial Officer

</TABLE>

     Through  December 2001, Stephen Hiu served as the  principal
executive officer; his cash compensation was $94,000 in 2001.

Simple Retirement Plan

     Effective February 1, 1997 Igene adopted a Simple Retirement
Plan  under Internal Revenue Code Section 408(p).  The plan is  a
defined  contribution  plan, which covers  all  of  Igene's  U.S.
employees  who  receive at least $5,000 of compensation  for  the
preceding    year.    The   plan   permits   elective    employee
contributions.  For the years ended December 31, 2002  and  2001,
Igene  made  an  elective contribution of  2%  of  each  eligible
employee's  compensation  for each year.   Effective  January  1,
2003,  Igene made an elective contribution of 3% of each eligible

<PAGE>

employee's compensation for each year.  Igene's contributions  to
the  plan  for 2002 were $11,201, which is expensed in  the  2002
statement of operations.  Igene's contributions to the  plan  for
2003  were  $17,631  which is expensed in the 2003  statement  of
operations.

Stock Option Plans

     Igene  currently   maintains  two  stock  incentive   plans.
Igene's  2001 Stock Incentive Plan (the "2001 Plan"),  which  was
approved  by  Igene's stockholders on June 12,  2001,  authorized
55,000,000  options and shares of restricted stock  for  issuance
under  that  plan.   Igene's 1997 Stock Option  Plan  (the  "1997
Plan"),  which was approved by Igene's stockholders  on  November
17,  1997, authorized 20,000,000 options for issuance under  that
plan.  A  committee  of  the Board of Directors  administers  the
Plans.

     The purpose  of  the  Plans  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 for the successful conduct
of  its  business.   It  is also believed that  incentive  awards
granted  to  employees  under these plans 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 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 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 Plans contain anti-dilution provisions in the  event  of
certain corporate transactions.

     The Board  of  Directors may at any time withdraw  from,  or
amend,   the  Plans  and  any  options  not  heretofore  granted.
Stockholder  approval is required to (i) increase the  number  of
shares  issuable  under the Plans, (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 2001 Plan  after
April  30, 2011 and under the 1997 Plan after September 19, 2007.
Igene  previously  maintained its 1986  Stock  Option  Plan,  but
additional options may no longer be granted under that plan.

     Options to  acquire 35,983,750 shares of common  stock  have
been  granted under the three Stock Option Plans and   35,488,250
options are still outstanding under the Plans as of December  31,
2003.   No  options  were  granted during  2003,  and  18,200,000
options were granted during 2002.

Compensation of Directors

     During 2003  Michael  G.  Kimelman  was  granted  11,000,000
warrants as compensation for his services as Igene's Chairman  of
the Board of Directors.
<PAGE>

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

     The following  table sets forth information as  of  February
24,  2004  with  respect  to beneficial ownership  of  shares  of
Igene's outstanding common stock and preferred 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,   and   (iii)  each  officer  named  in   the   Summary
Compensation  Table provided in Part II Item 10 above,  and  (iv)
all Directors and executive officers  as a group.

<TABLE>
<CAPTION>

                                                         Common Stock                 Preferred Stock
                                                 __________________________     __________________________
                                                  Number  of                     Number of
Name and Address                                  Shares          Percent *      Shares          Percent
________________                                 _____________ ____________     _____________ ____________

Directors and officers
______________________
<S>                                              <C>           <C>              <C>           <C>
Joseph C. Abeles                                  16,273,483(1)       15.29           7,375          28.80
  220 E. 42nd Street
  New York, NY 10017

Stephen F. Hiu                                    10,948,633(2)       10.71             ---            ---
  9110 Red Branch Road
  Columbia, MD 21045

Thomas L. Kempner                                143,139,072(3)       65.87             ---            ---
  61 Broadway
  New York, NY 10006

Michael G. Kimelman                               33,590,138(4)       26.96             ---            ---
  100 Park Avenue
  New York, NY 10017

Sidney R. Knafel                                 141,326,146(5)       65.62             ---            ---
  810 Seventh Avenue
  New York, NY 10019

Patrick F. Monahan                                 6,947,533(6)        7.08             ---            ---
  9110 Red Branch Road
  Columbia, MD 21045

Per A. Benjaminsen                                 7,166,666(7)        7.25             ---            ---
  9110 Red Branch Road
  Columbia, MD 21045

Edward J. Weisberger                               2,570,000(8)        2.71             ---            ---
  9110 Red Branch Road
  Columbia, MD 21045

All Directors and Officers                       350,148,442(9)       87.31           7,375          28.80
  as a Group (8 persons)

Others
______

Fraydun Manocherian                                7,905,135(10)       8.52             ---            ---
  3 New York Plaza
  New York, NY 10004

Fermic                                            11,089,222          12.02             ---            ---
</TABLE>
*  Under the rules of the Securities and Exchange Commission, the
calculation of the percentage assumes for each person  that  only
that  person's rights, warrants, options or convertible notes  or
preferred  stock are exercised or converted, and  that  no  other
person   exercises  or  converts  outstanding  rights,  warrants,
options or convertible notes or preferred stock.

1.  Includes  the  following:  2,113,544 shares held directly  or
    indirectly by Mr.  Abeles, 14,750 shares  issuable  upon  the
    conversion  of  7,375  shares  of  preferred stock, 5,042,777
    shares issuable upon the conversion of $311,663 of  long-term
    notes  issued  by  Igene,  and 9,102,412 shares issuable upon
    exercise of warrants held by Mr. Abeles.

2.  Includes  the  following:  948,633  shares held  directly  or
    indirectly by Mr. Hiu and 10,000,000 shares issuable pursuant
    to options held by Dr. Hiu that are currently exercisable.

3.  Includes  386,972 shares  and  536,920 shares  issuable  upon
    exercise of warrants held by Mr. Kempner that  are  currently
    exercisable.  Also includes 8,661,245 shares held directly by
    Mr. Kempner,  18,761,668  shares issuable upon conversion  of
    notes issued by Igene and held by Mr. Kempner, and 41,582,728
    shares  issuable  upon  exercise  of warrants held by a trust
    under which Mr.  Kempner  is one of two trustees and the sole
    beneficiary, which are currently exercisable.   Also includes
    8,621,247  shares  held  directly  by Mr. Kempner, 18,761,669
    shares issuable upon  the conversion of notes issued by Igene
    and held by Mr. Kempner and  41,561,125  shares issuable upon
    exercise of warrants held a trust under  which Mr. Kempner is
    one of two trustees and one of  his brothers   is   the  sole
    beneficiary, which are currently exercisable.   Also includes
    1,530,222 shares issuable upon  the  conversion of $79,200 of
    notes issued by Igene and held by  Mr.  Kempner and 2,079,411
    shares  issuable  upon  exercise  of  warrants held by trusts
    under  which  Mr.  Kempner  is one  of two trustees and  is a
    one-third  beneficiary  that are currently exercisable.  Also
    includes 243, 360 shares and  131,414  shares  issuable  upon
    exercise  of  warrants held by trusts under which Mr. Kempner
    is executer and is a one-third beneficiary that are currently
    exercisable. Also includes 182,526 shares and 98,565 warrants
    held by Mr. Kempner's wife.

4.  Includes  1,264,360 shares held directly or indirectly by Mr.
    Kimelman, 14,000,000 shares issuable upon exercise of options
    currently exercisable, 1,072,756  shares  issuable  upon  the
    conversion  of  $63,070  of notes issued by Igene and held by
    Mr. Kimelman, and 17,253,022  shares issuable  upon  exercise
    of warrants held directly or indirectly by Mr. Kimelman.

5.  Includes  18,190,551  shares, 38,168,101 shares issuable upon
    the  conversion  of  notes  issued  by  Igene and held by Mr.
    Knafel  and  84,967,495 shares issuable upon the exercise  of
    warrants owned  or  beneficially owned by Mr. Knafel that are
    currently exercisable.

6.  Includes  1,047,533 shares held directly or indirectly by Mr.
    Monahan and 5,900,000 shares issuable upon  the  exercise  of
    options held by Mr. Monahan that are currently exercisable.

7.  Includes  500,000 shares of common stock and 6,666,666 shares
    issuable  upon  exercise  of options  held by Mr. Benjaminsen
    that are currently exercisable.

8.  Includes  70,000  shares held directly by Mr. Weisberger  and
    2,500,000 shares issuable upon exercise of options  that  are
    currently exercisable.

9.  Includes  41,376,099  shares  of common stock, 14,750  shares
    issuable  upon  the  conversion  of 7,375 shares of preferred
    stock;  29,867,250  shares  issuable upon exercise of options
    that are currently  exercisable,  82,680,765 shares  issuable
    upon the conversion of notes issued by Igene and  196,209,578
    shares  issuable  upon  the  exercise  of warrants  that  are
    currently exercisable.

10. Includes  7,375,935  shares of common stock owned directly or
    indirectly  by  Mr.  Manocherian  and 529,200 shares issuable
    upon the exercise of warrants owned directly or indirectly by
    Mr. Manocherian that are currently exercisable.

<PAGE>
<TABLE>

                   Equity Compensation Plan Information as of December 31, 2003

<CAPTION>
                                                                         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)
_______________        _______________________  _______________________  _______________________
<S>                    <C>                      <C>                      <C>

Equity compensation    35.5 million(1)          $ 0.04.7(2)              39.016 million(3)
plans approved by
security holders
                       _______________________  _______________________  _______________________

Equity compensation    $ 0                      $ 0                       8.911 million(4)
plans not approved
by security holders
                       _______________________  _______________________  _______________________

Total                  35.5 million             $ 0.047                  47.927 million
                       =======================  =======================  =======================

</TABLE>

(1)    Total shares issued under employee stock option plan.

(2)    Exercise  price of outstanding options under  compensation
       plans.

(3)    All shares remaining issuable under employee option plan.

(4)    All   shares   remaining   earnable   under   the   Fermic
       manufacturing agreement.


Fermic, Igene's manufacturing agent, earns shares of common stock
as  part  of  the  manufacturing agreement.  Fermic  earns  2,250
shares  of  common  stock for each kilogram of  pure  astaxanthin
produced  and  delivered  as part of the agreement.  The  average
price is based on the market value of the shares at the time  the
product  was produced.   Fermic can earn up to 20,000,000  shares
in  total under the contract.  3,260,246 shares were earned at an
average  price  of $.03 per share for 2002, and 2,785,957  shares
were earned at an average price of $.05 per share for 2003.

<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On  April  3,  2003,  the  Board of Directors,  in  lieu  of
additional compensation, authorized the payment of shares to  Mr.
Stephen  Hiu  and Mr. Patrick Monahan.  In compensation  each  of
them  was  awarded  83,333  shares of Igene  common  stock.   The
aggregate 166,666 shares was issued and expensed based on  market
value  at  the  time  of award, $.060 per share,  or  $10,000  of
combined compensation.

     On  August  13,  2002, the Board of Directors,  in  lieu  of
additional compensation, authorized the payment of shares to  Mr.
Stephen  Hiu  and Mr. Patrick Monahan.  In compensation  each  of
them  was  awarded  800,000 shares of Igene  common  stock.   The
aggregate  1,600,000 shares was issued on December 26,  2002  and
expensed in the fourth quarter based on market value at the  time
of award, $.025 per share, or $40,000 as compensation.

     On  February  22, 2002, Igene issued and sold $1,000,000  in
aggregate principal amount of 8% convertible debentures,  to  Mr.
Kempner,  a director of Igene, and to Mr. Knafel, also a director
of  Igene,  in equal amounts of $500,000 each.  These  debentures
are  convertible into shares of Igene's common stock at $.04  per
share based on the market price of Igene's shares at the time the
purchase  of  the debentures was agreed to.  In consideration  of
the commitment to purchase the 8% convertible debenture, each  of
these  directors  also received 12,500,000 warrants  to  purchase
common  stock  at  $.04  per  share.  These  debentures,  if  not
converted earlier, become due on February 22, 2012.

     On  July  17,  2002,  Igene  issued  and  sold  $300,000  in
aggregate principal amount of 8% convertible debentures,  to  Mr.
Kempner,  a director of Igene, and to Mr. Knafel, also a director
of  Igene,  in equal amounts of $150,000 each.  These  debentures
are  convertible into shares of Igene's common stock at $.03  per
share based on the market price of Igene's shares at the time the
purchase  of  the debentures was agreed to.  In consideration  of
the commitment to purchase the 8% convertible debenture, each  of
these  directors  also  received 5,000,000 warrants  to  purchase
common  stock  at  $.03  per  share.  These  debentures,  if  not
converted earlier, become due on July 17, 2012.

     In  August 2002, Igene issued 7,000,000 warrants to purchase
Igene  common  stock at $.025 per share to its  Chairman  of  the
Board,  Mr.  Kimelman  as  part of  the  stock  option  plan,  as
compensation for his services as Chairman of the Board.

     On  December  21,  2002, Igene issued and sold  $250,000  in
aggregate  principal  amount  of  8%  demand  notes  to   certain
directors  of  Igene.   These  notes  were  repaid  with  accrued
interest during 2003.

     As  reported on Form 8-K filed February 20, 2003, Igene,  in
an effort to focus on and grow its core business, sold all 10,000
of  the  issued and outstanding shares of capital stock of ProBio
that  it  owned as of February 4, 2003 to Fermtech  AS,  a  joint
stock  company  incorporated in the Kingdom of Norway  and  owned
equally by our former chief executive officer, Stein Ulve, and by
Per  Benjaminsen, our Chief Marketing Officer.  Mr. Ulve resigned
as  CEO and director of Igene and Mr. Benjaminsen resigned as our
chief  marketing  officer,  effective  December  31,  2002.   Mr.
Benjaminsen has agreed to continue to provide sales and marketing
services to Igene as an independent contractor.

      Igene  sold ProBio to Fermtech AS in exchange for aggregate
consideration valued at approximately $343,000, a portion of  the
consideration received by Igene consisted of 7,000,000 shares  of
common  stock of Igene that Fermtech owned as a result of Igene's
purchase  of ProBio in January 2001, (of these shares,  2,000,000
shares  may be re-earned by Fermtech as described below),  valued
for  the  purposes  of the acquisition at $.03  per  share,  plus
forgiveness of approximately $168,000 of debt that Igene owed  to
ProBio at the time of purchase in 2001.  Mr. Benjaminsen remained
employed  by  Igene  through  February  2004,  1,000,000  of  the
escrowed  shares of common stock were delivered to  Fermtech.  If
Mr.  Benjaminsen remains employed by Igene through February 2005,
the  remaining  1,000,000 escrowed shares will be  released  from
escrow and delivered to Fermtech.  The remaining shares of  Igene
Common stock were retired on February 5, 2003.

<PAGE>

ITEM 13.  EXHIBITS,  FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS
          ON FORM 8-K

(a)(1)  The  following  financial statements relating to 2003 and
        2002 are filed as a part of this Report:

        Report of Independent Registered Public Accounting Firm.

        Consolidated Balance Sheet as of December 31, 2003.

        Consolidated Statements of Operations for the years ended
        December 31, 2003 and December 31, 2002.

        Consolidated Statements of Stockholders' Deficit for  the
        years ended December 31, 2003 and December 31, 2002.

        Consolidated Statements of Cash Flows for the years ended
        December 31, 2003 and December 31, 2002.

        Notes to Consolidated Financial Statements.

(a)(2)  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.

        3.1  Articles  of  Incorporation  of  the  Registrant  as
             amended  to  date,   constituting   Exhibit  3.1  to
             Registration Statement No. 333-41581  on  Form  SB-1
             are hereby incorporated herein by reference.

        3.2  By-Laws,   constituting    Exhibit   3.2   to    the
             Registrant's  Registration Statement  No. 33-5441 on
             Form   S-1,  are   hereby   incorporated  herein  by
             reference.

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

       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 Registration  Statement No. 33-5441
             on  Form  S-1,  is  hereby  incorporated  herein  by
             reference.

       10.2  Exchange  Agreement made as of July 1, 1988  between
             the Registrant  and  now Dow Chemical Company,  Inc.
             (f.k.a.  Essex  Industrial  Chemicals,  Inc.),. with
             respect  to  the   exchange  of  187,500  shares  of
             preferred  stock  for  a    Debenture,  constituting
             Exhibit 10.21 to Registration Statement No.  33-5441
             on  Form  S-1,  is   hereby  incorporated  herein by
             reference.

       10.3  Preferred Stockholders' Waiver Agreement  dated  May
             5,  1988,  incorporated herein  by reference  to the
             identically    numbered    exhibit   in   Form   S-1
             Registration Statement No. 33-23266.

       10.4  Form of Agreement between the Registrant and Certain
             Investors  in  Preferred  Stock  dated September 30,
             1987,  incorporated   herein  by  reference  to  the
             identically numbered exhibit in Amendment  No.  1 to
             Form S-1 Registration Statement No. 33-23266.

       10.5  Letter  Agreement  executed  May  11,  1995  between
             Archer    Daniels    Midland,    Inc.    and   IGENE
             Biotechnology, Inc., along with    November 11, 1995
             Amendment,   constituting   Exhibit   10.11  to  the
             Registrant's  Report  on  Form  10-KSB  for the year
             ended   December   31,  1995  is incorporated herein
             by reference.

       10.6  Agreement  of  Lease  effected  December  15,   1995
             between  Columbia  Warehouse Limited Partnership and
             IGENE Biotechnology, Inc. constituting Exhibit 10.13
             to  the  registrant's  report on Form 10-KSB for the
             year ended December 31, 1995 is incorporated  herein
             by reference.

       10.7  Toll manufacturing agreement effective as of May 20,
             2000 between  Igene  Biotechnology,  Inc. and Fermic
             S.A. de C.V. constituting  exhibit  10.7  to Igene's
             annual report on Form 10-KSB filed on April 2, 2001,
             is incorporated herein by reference.     Portions of
             this exhibit have been omitted pursuant to a request
             for confidential treatment.

<PAGE>

       10.8  First  amendment  to  lease  made September 13, 2000
             between  Igene  Biotechnology,  Inc.  and Red Branch
             Center,  LLC  constituting  Exhibit  10.8 to Igene's
             annual report on Form 10-KSB filed on April 2, 2001,
             is incorporated herein by reference.

       10.9  Consulting  Agreement  between  Igene  and Martin L.
             Gerson,  Exhibit  10.9  to Igene's annual report on
             Form   10-KSB   filed   on  March   28,   2003,  is
             incorporated herein by reference.

      10.10  Stock  Purchase and Severance Agreement dated as of
             the  4th day of February 2003 among Igene, Fermtech
             AS, Stein Ulve  and  Per  Benjaminsen, constituting
             Exhibit  10.10  to  Igene's  annual  report on Form
             10-KSB  filed  on  March 28, 2003,  is incorporated
             herein by reference.

       21.   Subsidiaries

             Igene Chile Comercial, Ltda.

             Igene Norway AS (divested pursuant to Stock Purchase
             and  Severance  Agreement  dated  February  4,  2003
             attached hereto as Exhibit 10.10)

       23.a. Consent of Stegman & Company

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

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

       32.1  Rule  13a-14(b)  or  15d-14(b) Certification of  the
             Company'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 filed herewith.

       32.2  Rule  13a-14(b)  or  15d-14(b) Certification of  the
             Company'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.

(b)  On February 5, 2003, Igene filed a current report on Form 8-
     K  disclosing  the  disposition  of  its  subsidiary  ProBio
     Nutraceuticals.

ITEM 14.  PRINCIPAL ACCOUNTANTS FEES AND SERVICES

            INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

     The  accounting firm of Stegman & Company, Certified  Public
Accountants, has been engaged to audit the books and accounts  of
the  Company  as  the  Company's  independent  auditor  in  2003.
Stegman  &  Company  has  advised the Company  that  neither  the
accounting  firm  nor any of its members of  associates  has  any
direct  financial interest in or any connection with the  Company
other than as independent registered public accountants.

<PAGE>
                     AUDIT FEES AND SERVICES

     The  following table shows the fees paid or accrued  by  the
Company  for the audit and other services provided by  Stegman  &
Company for fiscal years 2003 and 2002:

<TABLE>
<CAPTION>

                                  FY 2003           FY 2002
                               ____________      ____________
<S>                            <C>               <C>
Audit Fees                     $  45,750.00      $  23,096.25
Tax Fees                           3,000.00          2,500.00
All Other Fees                         0.00              0.00
                               ____________      ____________

TOTAL                          $  48,750.00      $  25,596.25

</TABLE>

      Audit  services of Stegman & Company for fiscal years  2003
and  2002  consisted  of  the  examination  of  the  consolidated
financial  statements  of the Company and  quarterly  reviews  of
financial   statements.   Audit  fees  for  2003   include   fees
associated   with  the  amended  quarterly  and  annual   filings
resulting  from  the restated consolidated financial  statements.
"Tax  Fees"  in  fiscal  years  2003  and  2002  include  charges
primarily  related to tax return preparation and  tax  consulting
services.   In  2003,  the SEC adopted a  rule  pursuant  to  the
Federal  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.  All of the 2003 services
described above were pre-approved by the Audit Committee pursuant
to  this  SEC rule to the extent that rule was applicable  during
fiscal year 2003.

     The Audit Committee's policy is to pre-approve all audit and
permitted  non-audit services, except that de  minimis  non-audit
services,  as  defined in Section 10A(i)(1) of the Exchange  Act,
may  be  approved  prior  to the completion  of  the  independent
auditor's  audit.  The Audit Committee has reviewed summaries  of
the  services  provided and the related fees and  has  determined
that  the  provision  of non-audit services  is  compatible  with
maintaining the independence of Stegman & Company.

<PAGE>

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






To the Audit Committee and Stockholders
IGENE Biotechnology, Inc.

We  have  audited the accompanying consolidated balance sheet  of
IGENE  Biotechnology, Inc. and subsidiary (the "Company")  as  of
December  31,  2003, and the related consolidated  statements  of
operations, stockholders' deficit and cash flows for each of  the
two   years  in  the  period  ended  December  31,  2003.   These
consolidated financial statements are the responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these consolidated financial statements based  on  our
audits.

We  conducted our audits in accordance with the standards of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance  about whether the  consolidated  financial
statements are free of material misstatement.  An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the consolidated 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 consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position  of  IGENE  Biotechnology, Inc.  and  subsidiary  as  of
December 31, 2003, and the results of their operations and  their
cash  flows for each of the two year in the period ended December
31,  2003,  in  conformity with accounting  principles  generally
accepted in the United States of America.

As discussed in Note 19 to the consolidated financial statements,
the consolidated financial statements have been restated.

The accompanying financial statements have been prepared assuming
that  the Company will continue as a going concern.  As discussed
in   Note  16  to  the  consolidated  financial  statements,  the
Company's  recurring losses, production limitations  and  limited
capitalization  raise  substantial doubt  about  its  ability  to
continue as a going concern.  Management's plans regarding  those
matters  also are described in Note 16.  The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.


                                        /s/ STEGMAN & COMPANY
                                        ________________________
                                            STEGMAN & COMPANY

Baltimore, Maryland
August 18, 2005

<PAGE>
<TABLE>

                         IGENE Biotechnology, Inc. and Subsidiary
                           Consolidated Balance Sheet (Restated)
                                     December 31, 2003
<CAPTION>

<S>                                                                        <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                $     63,075
  Accounts receivable                                                           156,458
  Prepaid expenses and other current assets                                      43,675
                                                                           _____________
     TOTAL CURRENT ASSETS                                                       263,208

OTHER ASSETS
  Property and equipment, net                                                   148,931
  Loan receivable from manufacturing agent                                      122,964
  Other assets                                                                    4,886
                                                                           _____________
      TOTAL ASSETS                                                         $    539,989
                                                                           =============

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                    $    185,862
  Equipment lease payable - current portion                                       1,498
                                                                           _____________
     TOTAL CURRENT LIABILITIES                                                  187,360

LONG-TERM DEBT
  Notes payable                                                               5,842,767
  Convertible Debentures                                                      4,814,212
  Accrued interest                                                            3,398,272

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative,
  convertible, voting, series A, $.01 par value per share.
  Stated value $17.76 per share.   Authorized 1,312,500 shares;
  issued and outstanding 25,605 shares.                                         454,745

  Carrying amount of redeemable preferred stock, 8% cumulative,
  convertible, voting, series B, $.01 par value per share.
  Stated value $8.80 per share.   Authorized, issued and
  outstanding 187,500 shares.                                                 1,650,000
                                                                           _____________
     TOTAL LIABILITIES                                                       16,347,356
                                                                           _____________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock -- $.01 par value per share.  Authorized
    750,000,000 shares; issued and outstanding 92,747,469 shares                927,475
  Additional paid-in capital                                                 22,556,553
  Accumulated Deficit                                                       (39,291,395)
                                                                           _____________
     TOTAL STOCKHOLDERS' DEFICIT                                            (15,807,367)
                                                                           _____________

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                           $    539,989
                                                                           =============

</TABLE>



The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
<TABLE>
                          IGENE Biotechnology, Inc. and Subsidiary
                           Consolidated Statements of Operations

<CAPTION>

                                                                Years ended December 31,
                                                               2003                2002
                                                           ____________        ____________
                                                            (Restated)
<S>                                                        <C>                 <C>
REVENUE
_______

  Sales                                                    $   463,486         $ 3,491,765
  Cost of sales                                                446,144           3,167,634
                                                           ____________        ____________

  GROSS PROFIT                                                  17,342             324,131

OPERATING EXPENSES
__________________

  Marketing and selling                                        328,393             554,224
  Research, development and pilot plant                        745,364             609,781
  General and administrative                                   687,427             963,907
  Litigation expenses                                          133,464              47,159
  Less expenses reimbursed by Joint Venture                 (1,252,565)                ---
                                                           ____________        ____________

  TOTAL OPERATING EXPENSES                                     642,083           2,175,071

  OPERATING LOSS                                              (624,741)         (1,850,940)
                                                           ____________        ____________

EQUITY IN LOSS OF JOINT VENTURE                               (818,052)                ---
INTEREST EXPENSE                                              (965,737)           (901,989)
                                                           ____________        ____________

  NET LOSS FROM CONTINUING OPERATIONS                       (2,408,530)         (2,752,929)
                                                           ____________        ____________

DISCONTINUED OPERATIONS
_______________________

Net Loss from discontinued operations                              ---            (437,051)
Gain on disposal of discontinued operations                    237,637                 ---
                                                           ____________        ____________

  NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS               237,637            (437,051)
                                                           ____________        ____________

  NET LOSS                                                 $(2,170,893)        $(3,189,980)
                                                           ============        ============

  BASIC AND DILUTED NET LOSS PER COMMON SHARE              $     (0.02)        $     (0.03)
  FROM CONTINUING OPERATIONS

  BASIC AND DILUTED NET LOSS PER COMMON SHARE                     0.00               (0.01)
  FROM DISCONTINUED OPERATIONS
                                                           ____________        ____________

  BASIC AND DILUTED NET LOSS PER COMMON SHARE              $     (0.02)        $     (0.04)
                                                           ============        ============
</TABLE>



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

<PAGE>
<TABLE>
                                             IGENE Biotechnology, Inc. and Subsidiary
                                         Consolidated Statements of Stockholders' Deficit
                                          For The years ended December 31, 2003 and 2002
                                                         (2003 Restated)

<CAPTION>

                                                                            Additional                      Total
                                                      Common Stock          Paid-in         Accumulated     Stockholders'
                                                  # Shares       Amount     Capital         Deficit         Deficit
                                                 ___________  ___________   _____________   _____________   _____________

<S>                                              <C>          <C>           <C>             <C>             <C>
BALANCE AT JANUARY 1, 2002                       75,848,600   $  758,486    $ 22,188,837    $(33,930,522)   $(10,983,199)

Issuance of common stock in lieu
  of cash in payment of interest on
  subordinated debenture                             40,000          400          89,600             ---          90,000

Cumulative undeclared dividends
  on redeemable preferred stock                         ---          ---         (16,900)            ---         (16,900)

Conversion of redeemable
  preferred stock into common stock                     500            5           4,275             ---           4,280

Exercise of warrants                                194,400        1,944          12,356             ---          14,300

Shares issued to S. Hiu and P. Monahan
  in lieu of compensation                         1,600,000       16,000          24,000             ---          40,000

Shares issued to M. Gerson for
  consulting agreement                           12,000,000      120,000           5,000             ---         125,000

Shares issued for manufacturing
  agreement                                       3,260,246       32,602          80,436             ---         113,038

Net loss for 2002                                       ---          ---             ---      (3,189,980)     (3,189,980)
                                                 ___________  ___________   _____________   _____________   _____________

BALANCE AT DECEMBER 31, 2002                     92,943,746   $  929,437    $ 22,387,604    $(37,120,502)   $(13,803,461)

Retirement of common stock
  related to sale of ProBio                      (7,000,000)     (70,000)       (140,000)            ---        (210,000)

Cumulative undeclared dividends
  on redeemable preferred stock                         ---          ---         (98,193)            ---         (98,193)

Cumulative undeclared dividends
  on redeemable preferred stock
  classified as interest                                ---          ---             ---             ---             ---

Conversion of redeemable
  preferred stock into common stock                   1,100           11           9,405             ---           9,416

Exercise of warrants                              3,750,000       37,500         243,750             ---         281,250

Shares issued to S. Hiu and P. Monahan
  in lieu of compensation                           166,666        1,667           8,333             ---          10,000

Shares issued for employee stock
  incentive program                                 100,000        1,000           1,500             ---           2,500

Shares issued for manufacturing
  agreement                                       2,785,957       27,860         144,154             ---         172,014

Net loss for 2003                                       ---          ---             ---      (2,170,893)     (2,170,893)
                                                 ___________  ___________   _____________   _____________   _____________

BALANCE AT DECEMBER 31, 2003                     92,747,469   $  927,475    $ 22,556,553    $(39,291,395)   $(15,807,367)
                                                 ===========  ===========   =============   =============   =============

</TABLE>



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

<PAGE>
<TABLE>
                                       IGENE Biotechnology, Inc. and Subsidiary
                                        Consolidated Statements of Cash Flows

<CAPTION>
                                                                                    Years ended December 31,
                                                                                      2003             2002
                                                                                 ______________   ______________
                                                                                   (Restated)
<S>                                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
____________________________________
      Net loss                                                                   $  (2,170,893)   $  (3,189,980)
      Adjustments to reconcile net loss to net
      cash used by operating activities:
         Depreciation                                                                   29,057           60,914
         Amortization of deferred costs                                                 54,729          116,514
         Gain disposal of discontinued operations                                     (237,637)             ---
         Compensation paid in shares of common stock                                    10,000           40,000
         Consulting cost paid in shares of common stock                                    ---          125,000
         Manufacturing cost paid in shares of common stock                             172,014          113,037
         Equity in loss of unconsolidated joint venture                                818,052              ---
         Interest on debenture paid in shares of common stock                              ---           90,000
         Decrease (increase) in:
             Accounts receivable                                                       359,059          (30,917)
             Due from Joint Venture                                                   (495,183)             ---
             Inventory                                                                 374,709          352,367
             Prepaid expenses and other assets                                       1,254,067           44,620
         Increase (decrease) in:
             Accounts payable and other accrued expenses                              (409,784)         965,565
                                                                                 ______________   ______________

             NET CASH USED IN OPERATING ACTIVITIES                                    (241,810)      (1,312,880)
                                                                                 ______________   ______________
CASH FLOWS FROM INVESTING ACTIVITIES
____________________________________
      Capital expenditures                                                                 ---         (100,159)
      Deposits on manufacturing equipment                                                  ---         (113,025)
      Cash retained from asset held for disposition                                        ---           76,226
      Cash transferred to Joint Venture                                                 (4,223)             ---
      Investment in Joint Venture Capital Stock                                         (6,000)             ---
                                                                                 ______________   ______________

            NET CASH USED IN INVESTING ACTIVITIES                                      (10,223)        (136,958)
                                                                                 ______________   ______________
CASH FLOWS FROM FINANCING ACTIVITIES
____________________________________
      Proceeds from issuance of convertible debentures                                     ---        1,300,000
      Net (repayment) borrowing of equipment lease payable                              (3,297)           3,062
      Increase in preferred stock for cumulative dividend
        classified as interest                                                          68,194              ---
      Proceeds from exercise of employee stock options                                   2,500              ---
      Proceeds from (repayment of) issuance of note payable                           (250,000)         250,000
                                                                                 ______________   ______________

            NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES                          (182,603)       1,553,062
                                                                                 ______________   ______________

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                  (434,636)         103,224

CASH AND CASH EQUIVALENTS - BEGINNING OF THE YEAR                                      497,711          394,487
                                                                                 ______________   ______________

CASH AND CASH EQUIVALENTS - END OF THE YEAR                                      $      63,075    $     497,711
                                                                                 ==============   ==============
SUPPLEMENTARY DISCLOSURE AND CASH FLOW INFORMATION
__________________________________________________
  Cash paid during the year for interest                                         $      61,171    $      42,409
  Cash paid during the year for income taxes                                               ---              ---

See Note 2 for non-cash investing and financing activities.
</TABLE>


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

<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002

(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  and  is  engaged  in  the  business   of
    industrial  microbiology and related biotechnologies.   As  a
    result  of the stock purchase, ProBio became our wholly-owned
    subsidiary.   Igene  has an operational subsidiary  in  Chile
    and  through February 2003 had a subsidiary in Norway.  Igene
    is engaged in the  business  of developing,  marketing,   and
    manufacturing  specialty  ingredients  for  human  and animal
    nutrition.  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 as a source of pigment for
    coloring farmed salmon    species.    Igene   also   supplies
    nutraceutical ingredients, as well as consumer ready   health
    food supplements, including astaxanthin.  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,
    March  18,  2003,  Tate  and Igene announced  a  50:50  joint
    venture to produce  AstaXin(R) for the aquaculture  industry.
    Production   will   utilize  Tate   &   Lyle's   fermentation
    capability  together with the unique technology developed  by
    Igene.  Part of Tate & Lyle's existing Selby, England, citric
    acid  facility will be modified to include the production  of
    1,500  tons  per  annum  of  this  product.   Tate  &  Lyle's
    investment  of $25 million includes certain of  its  facility
    assets  currently used in citric acid production.  Commercial
    production  is  expected to commence  in  the  calendar  year
    2004.

    Principles of Consolidation
    ___________________________

    In  December  2001  Igene purchased its  sales  agent  ProBio
    Nutraceuticals,  AS,  A  Norwegian  corporation   ("ProBio").
    During 2003, Igene executed a formal agreement to dispose  of
    ProBio.   For  these consolidated financial  statements,  the
    earnings   and  losses  have  been  treated  as   loss   from
    discontinued operations.   The accounts of our other  wholly-
    owned   subsidiary,  Igene  Chile  are   included   for   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 maturities  of  less  than  90
    days.  These include interest bearing money market accounts.

<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002

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.   The valuation allowance did not change  in  the
    current  period.   The  allowance was zero  at  December  31,
    2003.

    Equity in Unconsolidated Joint Venture
    ______________________________________

    The  investment in the Joint Venture is accounted  for  under
    the   equity  method  whereby  the  Company's  50%  ownership
    percentage in the Joint Venture's equity is reflected  as  an
    asset  in  the consolidated balance sheet and the changes  in
    the  Joint Venture's equity as a result of its operations  is
    reflected   in   the  Company's  consolidated  statement   of
    operations.  Because the Company accounts for its  investment
    in  the  Joint Venture under the equity method of accounting,
    it  recognizes as income or loss its 50% ownership portion of
    the  earnings or loss of the Joint Venture.  However,  losses
    from  the Joint Venture will be recognized only to the extent
    of  the  Investments  in and Advances to the  Joint  Venture.
    Losses  in  excess  of  this amount will  be  suspended  from
    recognition  in the financial statements and carried  forward
    to  offset  Igene's  share  of  the  Joint  Venture's  future
    income, if any.  Income from the Joint Venture, if any,  will
    only  be  recognized  after previously deferred  losses  have
    been exhausted.  The Company evaluates its investment in  the
    Joint  Venture  for  impairment, as it  does  for  all  other
    assets.   The  accounting  policies  followed  by  the  Joint
    Venture   are   in  conformity  with  accounting   principles
    generally accepted in the United States of America.

    Investment in and Advances to Joint Venture
    ___________________________________________

    Igene's  investment  in  the Joint  Venture  consists  of  an
    initial  investment  of  $316,869 associated  with  the  book
    value  of  assets  contributed to the Joint  Venture  and  an
    additional investment of $6,000 in cash associated  with  the
    capitalization of the Joint Venture.

    Igene receives cash reimbursement from the Joint Venture  for
    research  production  and  sales expenses  related  to  costs
    incurred  by Igene.  In addition, the Company is  to  receive
    reimbursement for transferring its residual assets  in  Chile
    to  the  Joint  Venture  at  June  30,  2003.   These  assets
    consisted of $4,000 in cash, $12,500 in receivables,  $62,000
    in   prepaid   assets,  and  $18,000  in  equipment.    These
    reimbursables  are  advanced to the Joint  Venture  and  have
    been  considered an investment in Joint Venture.  At December
    31,  2003  the amounts advanced to the Joint Venture  equaled
    $495,183.   It is believed that that these advances  will  be
    repaid   from  the  Joint  Venture,  where  as  the  original
    $322,869 is an investment in the Joint Venture.

    At  December 31, 2003 the Investment in and Advances to Joint
    Venture  account  has  no balance.  Igene's  portion  of  the
    Joint  Venture losses exceeded the Investment in and Advances
    to  the  Joint Venture, resulting in a zero balance  and  the
    Company  has  a suspended loss of $96,442 as of December  31,
    2003.

    As    discussed   previously,    Igene   receives   a    cash
    reimbursement  from  the  Joint Venture  related  to  certain
    expenses  incurred for research production and  sales.   This
    amount   represents  the  costs  incurred  by  Igene  pending
    reimbursement.   In  addition the assets remaining  in  Chile
    that  were transferred to the Joint Venture at June 30,  2003
    are   included   in  this  figure.   These   assets   include
    approximately   $4,000  in  cash,  $12,500  in   receivables,
    $62,000  in prepaid assets, and $18,000 in equipment.   These
    amounts are to be reimbursed by the Joint Venture.

<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002

    Research and development costs
    ______________________________

    For  financial reporting purposes, research, development  and
    pilot  plant  scale-up  costs are  charged  to  expense  when
    incurred.

    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  ten  years for furniture, fixtures and  equipment,
    three  to five years for computer software and hardware,  and
    ten  to  forty  years for building and building improvements.
    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 acceptable  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 (US dollars)  as
    the  functional currency.  All exchange gains and losses from
    remeasurement  of  monetary assets and liabilities  that  are
    not  denominated  in US dollars are recognized  currently  in
    income.  The  gains  are  due to large  fluctuations  in  the
    Chilean  Peso.   A gain of $7,000 and $1,000,  were  reported
    for   the   years   ended  December  31,   2003   and   2002,
    respectively.

    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.

    Revenue Recognition and Sales Returns
    _____________________________________

    Revenue  recognition  from  the  sale  of  product  is   upon
    delivery   of  product  to  the  ultimate  consumer.    Igene
    recorded sales returns in the period in which the product  is
    returned,  rather than estimating future returns  of  current
    sales, since they are expected to be immaterial in amount.

    Interest on Variable Rate Subordinated Debenture
    ________________________________________________

    Igene  recorded  interest on its variable  rate  subordinated
    debenture  (see also note 7) at a level rate  of  8%  through
    October  1,  1996 and at 12% thereafter; rather than  at  the
    fair-market  value of shares which have been issued  in  lieu

<PAGE>

              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


    of  cash payments of interest.  This was an estimated average
    rate  based  on  Igene's plan to continue (as  it  has  since
    October  1, 1989) to pay interest on the debenture by issuing
    shares  of common stock at the higher of $2.25 per  share  or
    the  current market value of Igene's shares, as allowed under
    the  terms of the debenture.  As the market value of  Igene's
    stock remained below $2.25 per share (during the period  from
    October  1989  through December 1999 its  highest  price  was
    $1.25),  Igene  continued to issue  stock  in  lieu  of  cash
    payments at $2.25 per share.

    Accounting for stock based compensation
    _______________________________________

    The  Company  has adopted the disclosure-only  provisions  of
    Statement   of  Financial  Accounting  Standards   No.   123,
    "Accounting  for  Stock-Based Compensation" (SFAS  No.  123),
    and  SFAS  No. 148, "Accounting for Stock-Based Compensation-
    Transition    and   Disclosure",   but   applies   Accounting
    Principals  Board Opinion No. 25 and related  interpretations
    in  accounting  for its stock option plans.  No  compensation
    expense  related  to the Company's stock  option  plans  were
    recorded during two years ended December 31, 2003.

    The  Company  accounts for those plans under the  recognition
    and   measurement   principles  of  APB   Opinion   No.   25,
    "Accounting  for  Stock  Issued to  Employees",  and  related
    interpretations.     No   stock   option    based    employee
    compensation  cost is reflected in net loss, as  all  options
    granted  under the plan had an exercise price  equal  to  the
    market  value of the underlying common stock on the  date  of
    grant.   The  following table illustrates the effect  on  net
    loss  and  earnings per share if the Company had applied  the
    fair   value   recognition  provisions  of  SFAS   No.   123,
    "Accounting  for  Stock-Based  Compensation"  and  disclosure
    provisions  of  SFAS  No.  148  "Accounting  for  Stock-Based
    Compensation-Transition  and  Disclosure",   to   stock-based
    employee compensation for the two years ended December 31:

<TABLE>
<CAPTION>
                                                                 2003              2002
                                                            _____________     _____________
<S>                                                         <C>               <C>
     Net loss, as reported                                  $ (2,170,893)     $ (3,189,980)

     Less pro forma stock-based employee compensation
       expense determined under fair value based method
       net of related tax effects                               (529,000)         (685,000)
                                                            _____________     _____________

     Pro forma net loss                                     $ (2,699,893)     $ (3,874,981)
                                                            =============     =============
     Net loss per Share:
       Basic - as reported                                  $      (0.02)     $      (0.04)
       Basic - pro forma                                    $      (0.03)     $      (0.05)

       Diluted - as reported                                $      (0.02)     $      (0.04)
       Diluted - pro forma                                  $      (0.03)     $      (0.05)

</TABLE>

    New accounting pronouncements
    _____________________________

    In  April  2003,  the  Financial Accounting  Standards  Board
    ("FASB")  issued Statement of Financial Accounting  Standards
    ("SFAS")  No. 149, "Amendment of Statement 133 on  Derivative
    Instruments  and Hedging Activities".  SFAS  No.  149  amends
    and   clarifies   financial  accounting  and  reporting   for
    derivative    instruments,   including   certain   derivative
    instruments  embedded  in other contracts,  and  for  hedging
    activities  under  SFAS No. 133, "Accounting  for  Derivative
    Instruments  and  Hedging  Activities".   The  Statement   is
    effective  for contracts entered into or modified after  June
    30,  2003 and for hedging relationships designated after June
    30,  2003.   There  was no material impact on  the  Company's
    financial  condition or results of operations  upon  adoption
    of this Statement.

<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


    In  May  2003, the FASB issued SFAS No. 150, "Accounting  for
    Certain  Financial Instruments with Characteristics  of  both
    Liabilities  and Equity". SFAS No. 150 establishes  standards
    for  how  an issuer classifies and measures certain financial
    instruments  with  characteristics of both  a  liability  and
    equity.    It  requires  that  an  issuer  classify   certain
    financial  instruments as a liability, although the financial
    instrument  may  previously have been classified  as  equity.
    This   Statement  is  effective  for  financial   instruments
    entered into or modified after May 31, 2003 and otherwise  is
    effective  at  the  beginning of  the  first  interim  period
    beginning  after June 15, 2003.  The effect of adopting  this
    pronouncement required the reclassification of $2.04  million
    of  redeemable preferred stock as a liability.  In  addition,
    it  required  that  $68,194 in cumulative  dividends  on  the
    above  preferred  stock be accounted for as interest  expense
    rather than as dividends.

    In  January  2003,  the  FASB issued Interpretation  No.  46,
    "Consolidation  of  Variable Interest Entities"  ("FIN  46"),
    which  explains identification of variable interest  entities
    and  the assessment of whether to consolidate these entities.
    FIN  46  requires  existing unconsolidated variable  interest
    entities  to  be consolidated by their primary  beneficiaries
    if  the entities do not effectively disperse risks among  the
    involved  parties.  The provisions of FIN  46  are  effective
    for  all  financial statements issued after January 1,  2003.
    The  Company  has  no significant variable interests  in  any
    entities  which  would require disclosure  or  consolidation.
    The  Company's investment in the Joint Venture does not  meet
    the criteria of a variable interest entity under FIN 46.

(2) Non-cash investing and financing activities:
    ____________________________________________

    During  2003,  the  Company  entered  into  a  Joint  Venture
    Agreement  with  Tate  &  Lyle  Fermentation  Products   Ltd.
    ("Tate")  Pursuant to a Joint Venture Agreement, the  Company
    and   Tate  agreed  to  form  a  joint  venture  (the  "Joint
    Venture")  to  manufacture, market and sell  Astaxanthin  and
    derivative  products throughout the world for all uses  other
    than  as  a  Nutraceutical  or  otherwise  for  direct  human
    consumption.   Tate contributed $24,600,000 in  cash  to  the
    Joint  Venture, while the Company has agreed to  transfer  to
    the  Joint  Venture its technology relating to the production
    of  Astaxanthin and assets related thereto. These assets will
    continue  to be used by the Joint Venture in the same  manner
    as  historically used by the Company.  The Company  and  Tate
    each  have a 50% ownership interest in the Joint Venture  and
    equal  representation  on  the  Board  of  Directors  of  the
    Company.  The value of the Company's investment in the  Joint
    Venture  has  been recorded at an amount equal  to  the  book
    value  of the Registrant's consideration contributed  at  the
    creation  of the Joint Venture.  As the cost of the Company's
    technology  and  intellectual property  has  been  previously
    expensed  and  has  a carrying amount of  zero,  the  initial
    investment  in  the Joint Venture has been  recorded  with  a
    book  value  of  $316,869, which represents  the  unamortized
    production costs contributed to the Joint Venture.

    On  April  3,  2003,  the  Board of  Directors,  in  lieu  of
    additional compensation, authorized the payment of shares  to
    Mr.  Stephen  Hiu  and Mr. Patrick Monahan.  In  compensation
    each  of  them  was  awarded 83,333 shares  of  Igene  common
    stock.   The aggregate 166,666 shares was issued and expensed
    based  on market value at the time of award, $.060 per share,
    or $10,000 of combined compensation.

    On  August  13,  2002,  the Board of Directors,  in  lieu  of
    additional compensation, authorized the payment of shares  to
    Mr.  Stephen  Hiu  and Mr. Patrick Monahan.  In  compensation
    each  of  them  was awarded 800,000 shares  of  Igene  common
    stock.    The  aggregate  1,600,000  shares  was  issued   on
    December  26,  2002 and expensed in the fourth quarter  based
    on  market  value at the time of award, $.025 per  share,  or
    $40,000 as compensation.

    During   the  course  of  2003  and  2002,  Fermic,   Igene's
    manufacturing  agent, earned 2,785,957 and 3,260,246  shares,
    respectively,  of  common stock as part of the  manufacturing
    agreement.   Fermic earns 2,250 shares of  common  stock  for
    each  kilogram  pure astaxanthin produced  and  delivered  as
    part  of  the  agreement. The average price is based  on  the

<PAGE>

              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


    market  value  of  the  shares at the time  the  product  was
    produced.   Fermic can earn up to 20,000,000 shares in  total
    under  the contract.  The 2,785,957 shares were earned at  an
    average  price  of  $.05 per share for  2003,  and  3,260,246
    shares were earned at an average price of $.03 per share  for
    2002.   Through  December  31, 2003, 11,089,222  shares  have
    been  earned.   Any future shares earned by  Fermic  will  be
    issued on a quarterly basis. Igene relied on Section 4(2)  of
    the  Securities Act of 1933, as amended, to issue the  shares
    Fermic without registration under that act.  Igene relied  on
    the  representations and warranties of  Fermic  made  in  the
    manufacturing   agreement  in  claiming  the   aforementioned
    exemption.

    On  February  4,  2003, Igene sold its subsidiary  ProBio  to
    Fermtech  AS  in exchange for aggregate consideration  valued
    at  approximately $343,000, consisting of 7,000,000 shares of
    Igene  common  stock  that  ProBio owned  (of  these  shares,
    2,000,000  shares may be re-earned by Fermtech  as  described
    below),  valued for the purposes of the acquisition  at  $.03
    per  share,  plus  forgiveness of approximately  $168,000  of
    debt  that  Igene owed to ProBio at the time of  purchase  in
    2001.   Mr.  Benjaminsen remained employed by  Igene  through
    February  2004,  1,000,000 of the escrowed shares  of  common
    stock  were delivered to Fermtech. If Mr. Benjaminsen remains
    employed  by  Igene  through  February  2005,  the  remaining
    1,000,000  escrowed shares will be released from  escrow  and
    delivered to Fermtech.

    During the 2003, the Company extended scheduled repayment  on
    demand  notes of $6,043,659 and related accrued  interest  of
    $2,865,810 until March 31, 2006.

    During  2002  Igene issued 40,000 shares of common  stock  in
    payment   of   interest  on  a  variable  rate   subordinated
    debenture.   If  paid in cash, the interest would  have  been
    payable at 12%, or $90,000.  Shares may be issued in lieu  of
    cash  under  the debenture agreement at the higher  of  $2.25
    per  share  or market price per share.  The stock was  issued
    and  related interest was paid at $2.25 per share  (see  also
    note 7).

    In  addition, Igene exercised it's right to satisfy this debt
    on  the  variable rate subordinate debenture  on  October  1,
    2002.   Igene  gave notice to the holder of   the  $1,500,000
    variable  rate subordinated debenture, that pursuant  to  the
    debenture  agreement, "Payment of Principal  upon  Maturity",
    Igene is exercising our right to discharge the principal  due
    by   converting   the  Debenture  into  187,500   Shares   of
    Cumulative  Convertible Preferred stock at  $8.00  per  share
    (see also note 7).

    On  February  22, 2002, Igene issued and sold  $1,000,000  in
    aggregate principal amount of 8% convertible debentures,  50%
    each  to  certain directors of Igene.  These  debentures  are
    convertible into shares of Igene's common stock at  $.04  per
    share  based  on the market price of Igene's  shares  at  the
    time the debentures were agreed to.  In consideration of  the
    commitment  to  purchase the 8% convertible debenture,  these
    directors  also received an aggregate of 25,000,000  warrants
    to   purchase   common  stock  at  $.04  per  share.    These
    debentures, if not converted earlier, become due on  February
    22,  2012.  Igene believes that the issuance and sale of  the
    convertible  debenture  is  exempt  from  registration  under
    Section  4(2)  of  the Securities Act of  1933,  as  amended,
    based  on,  among other things, the fact that the  purchasers
    of  the securities were directors of the company at the  time
    of purchase.

    On   July  17,  2002,  Igene  issued  and  sold  $300,000  in
    aggregate principal amount of 8% convertible debentures,  50%
    each  to  certain directors of Igene.  These  debentures  are
    convertible into shares of Igene's common stock at  $.03  per
    share  based  on the market price of Igene's  shares  at  the
    time the debentures were agreed to.  In consideration of  the
    commitment  to  purchase the 8% convertible debenture,  these
    directors  also received an aggregate of 10,000,000  warrants
    to   purchase   common  stock  at  $.03  per  share.    These
    debentures, if not converted earlier, become due on July  17,
    2012.   Igene  believes that the issuance  and  sale  of  the
    convertible  debenture  is  exempt  from  registration  under
    Section  4(2)  of  the Securities Act of  1933,  as  amended,
    based  on,  among other things, the fact that the  purchasers
    of  the securities were directors of the company at the  time
    of purchase.

<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


    On  August  13,  2002,  the Board of  Directors,  in  further
    attempts  to  ascertain a manufacturing  partner,  authorized
    retention  of  the  services  of  Mr.  Martin  Gerson.    His
    responsibility would be to locate and  negotiate a deal  with
    a  manufacturing partner and act as liaison for the  expected
    term  of  the  service, two (2) years.  In  compensation  for
    this  service,  Mr. Gerson was awarded 12,000,000  shares  of
    Igene  common  stock.  The 12,000,000 shares  was  issued  on
    September 3, 2002 and expensed in the third quarter  at  fair
    value  of  approximately,  $.01 per  share,  or  $125,000  as
    compensation  at  the time of the award.  The  value  of  the
    services  to  be  performed by Mr. Gerson  was  $125,000,  as
    determined  by  the Board of Directors.  In  determining  the
    number  of  shares issued for the services to  be  performed,
    consideration   was  given  to  such  factors   as   blockage
    discounts   and   that  the  shares  of  common   stock   are
    restricted.  The total was expensed immediately as  there  is
    no service requirement for Mr. Gerson.

    During  2002  the  Company capitalized  leased  equipment  by
    recording  lease obligations payable of $6,537 under  capital
    lease.

    During  2003, 550 shares of redeemable preferred  stock  were
    exercised  and  retired in exchange for 1,100 new  shares  of
    common stock which were issued pursuant to the conversion.

    During   2003,   3,750,000  warrants  were  exercised   using
    $200,892  of 8% notes payable and $80,358 of accrued interest
    in  a  cashless  exercise.  3,750,000 new  shares  of  common
    stock were issued pursuant to these exercises of options  and
    $200,892 of 8% notes were cancelled.

    During 2003 and 2002, Igene recorded dividends in arrears  on
    8%  redeemable preferred stock at $.64 per share  aggregating
    $16,387  and  $16,900  respectively, on  Series  A  preferred
    stock  and  $.48 per share aggregating $90,000  on  Series  B
    preferred stock, which has been removed from paid-in  capital
    and   included  in  the  carrying  value  of  the  redeemable
    preferred stock. (see also note 10)

(3) Concentration of Credit Risk
    ____________________________

    The Joint Venture is potentially subject to the effects of  a
    concentration   of   credit  risk  in  accounts   receivable.
    Accounts  receivable is substantially composed of receivables
    from  customers  in Chile, which is an important  market  for
    Igene's  product,  AstaXin(R).  Chile has from time  to  time
    experienced   political  unrest  and  currency   instability.
    Because  of  the volume of business transacted  by  Igene  in
    Chile,  recurrence  of  such  unrest  or  instability   could
    adversely affect the businesses of its customers in Chile  or
    Igene's  ability  to  collect  its  receivables  from   these
    customers.   In  order to minimize risk,  the  Joint  Venture
    strictly  evaluates the companies to which it extends  credit
    and  all  prices are denominated in US dollars as to minimize
    currency  fluctuation risk.  Losses due to  credit  risks  in
    accounts receivable are expected to be immaterial.

(4) Property and Equipment
    ______________________

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

    Laboratory equipment and fixtures        $     181,043
    Pilot plant equipment and fixtures              91,503
    Idle equipment                                  56,150
    Office furniture and fixtures                   36,990
                                             ______________
                                                   365,685
    Less accumulated depreciation                 (216,754)
                                             ______________

                                             $     148,931
                                             ==============

<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


    Idle  equipment represents manufacturing equipment, which  is
    not  presently  needed  for  production  of AstaXin(R). Igene
    plans  to  retain  the  equipment  for use when needed due to
    increased   production  volume  or failure of presently  used
    equipment.  This equipment is not currently being depreciated
    and its net carrying amount approximates its fair value.

(5) Investment in Joint Venture
    ___________________________

    During  2003,  the  Company  entered  into  a  Joint  Venture
    Agreement  with  Tate  &  Lyle  Fermentation  Products   Ltd.
    ("Tate")  Pursuant to a Joint Venture Agreement, the  Company
    and   Tate  agreed  to  form  a  joint  venture  (the  "Joint
    Venture")  to  manufacture, market and sell  Astaxanthin  and
    derivative  products throughout the world for all uses  other
    than  as  a  Nutraceutical  or  otherwise  for  direct  human
    consumption.   Tate contributed $24,600,000 in  cash  to  the
    Joint  Venture, while the Company has agreed to  transfer  to
    the  Joint  Venture its technology relating to the production
    of  Astaxanthin and assets related thereto. These assets will
    continue  to be used by the Joint Venture in the same  manner
    as  historically used by the Company.  The Company  and  Tate
    each  have a 50% ownership interest in the Joint Venture  and
    equal  representation  on  the  Board  of  Directors  of  the
    Company.  The value of the Company's investment in the  Joint
    Venture  has  been recorded at an amount equal  to  the  book
    value  of the Registrant's consideration contributed  at  the
    creation  of the Joint Venture.  As the cost of the company's
    technology  and  intellectual property  has  been  previously
    expensed  and  has a carrying amount of zero, the  investment
    in  the Joint Venture has been recorded with a book value  of
    $316,869,  which represents the unamortized production  costs
    contributed  to  the  Joint Venture.  Added  to  this  was  a
    purchase of common stock in the new venture of $6,000.

    As  a result of the Joint Venture, the production, sales  and
    marketing   of   Astaxanthin   now   takes   place   in   the
    unconsolidated Joint Venture subsidiary.  For  2003,  Igene's
    portion  of  the Joint Venture's net loss was $914,494.   The
    loss  was a result of a 50% interest in the following:  Gross
    profit  for  the  year  was a negative $17,600  on  sales  of
    $1,133,675,  less manufacturing cost of $1,151,275.   Selling
    and  general and administrative expenses for the period  were
    $1,827,703  and interest income was $16,315.   The  resulting
    loss  before  tax  was  $1,828,988.  For  2003,  Igene's  50%
    portion of the Joint Venture loss was $914,494.

    Because the Company accounts for its investment in the  Joint
    Venture  under  the  equity method of  accounting,  it  would
    ordinarily recognize as part of loss from equity the loss  of
    it's  50% ownership portion of the loss of the Joint Venture.
    However, losses in the Joint Venture will be recognized  only
    to  the extent of the Investment in and Advances to the Joint
    Venture.   Losses in excess of this amount will be  suspended
    from  recognition  in  the financial  statement  and  carried
    forward  to  offset  Igene's share  of  the  Joint  Venture's
    future income, if any.

    At  December  31,  2003,  prior to  the  recognition  of  its
    portion of the Joint Venture loss, Igene's investment in  the
    Joint  Venture consisted of its $322,869 and its net advances
    to  the  Joint Venture amounted to $495,183, for a  total  of
    $818,052.   As  such only $818,052 of the $914,494  loss  was
    recognized  in  the year ended.  The balance of  $96,442  was
    suspended  and  will  be carried forward  to  offset  Igene's
    share  of  earnings from the Joint Venture.  The  balance  in
    the  Advances to and Investment in Joint Venture  account  on
    the  Company's financial statements is zero at  December  31,
    2003.

    The  following  statement displays the  significant  activity
    for  the  Joint  Venture  from March  18,  2003  the  initial
    investment in the Joint Venture through December 31, 2003.

<PAGE>

              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002



<TABLE>
<CAPTION>
                                                                   Dec 31,
                                                                     2003
                                                             _____________
                                                              (Unaudited)
  <S>                                                        <C>
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents                              $    839,000
      Accounts receivable                                         646,000
      Inventory                                                   977,000
                                                             _____________

                                                                2,462,000
  OTHER ASSETS
     Fixed Assets Receivable                                   21,614,000
     Intellectual property                                     24,614,000
                                                             _____________

     TOTAL ASSETS                                            $ 48,690,000
                                                             =============
  LIABILITIES AND EQUITY

  CURRENT LIABILITIES
     Accounts payable and accrued expenses                   $    752,000
     Working capital loan                                         533,000
                                                             _____________
       TOTAL LIABILITIES                                        1,285,000
     Equity                                                    47,405,000
                                                             _____________

       TOTAL LIABILITIES AND EQUITY                          $ 48,690,000
                                                             =============
</TABLE>

<TABLE>
<CAPTION>
                                                                   Period from
                                                             March 18, 2003 to
                                                             December 31, 2003
                                                             __________________
                                                               (Unaudited)
     <S>                                                     <C>
     Net Sales                                               $       1,134,000
     Less: manufacturing cost                                       (1,151,000)
     Gross Profit (Loss)                                               (17,000)
     Less: selling, general and administrative                      (1,828,000)
     Operating Loss                                                 (1,845,000)
     Interest Income                                                    16,000
     Net Loss                                                $      (1,829,000)

     Igene's 50% equity interest in the net loss             $        (914,494)
     Igene's Investment in and Advances to the Joint Venture $        (818,052)
     Igene's suspended loss                                  $         (96,442)


</TABLE>

At  December  31,  2003  the  Joint Venture owes the Company net
advances of $495,183, which are included in the accounts payable
and accrued expenses above.

(6) Accounts Payable and Accrued Expenses
    _____________________________________

    Accounts  payable  and  accrued  expenses  consist   of   the
    following:

    Accounts payable, trade            $        82,994
    Other accrued expenses                     102,868
                                       ________________

                                       $       185,862
                                       ================
<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


(7) Variable Rate Subordinated Debenture
    ____________________________________

    Igene  exercised  its  right  to satisfy  the  variable  rate
    subordinate  debenture on October 1, 2002 by  converting  the
    principal  due under the variable rate subordinated debenture
    into  187,500  Shares of 8% Cumulative Convertible  Preferred
    stock, Series B at $8.00 per share.

    The  debenture  bore  interest at a  rate  of  8%  per  annum
    through  September 30, 1996 and thereafter at a rate  of  12%
    per  annum.  Interest was payable in cash through October  1,
    1989.   Thereafter, the debenture agreement provided that  at
    the  option and at the discretion of Igene, interest  may  be
    paid  in  shares  of Igene's common stock at the  greater  of
    $2.25  per  share  or  the average market  value  per  share.
    During  2002  Igene issued 40,000 shares of its common  stock
    as  payment  of interest on the debenture. The debenture  was
    convertible  into common stock of Igene at any  time  at  the
    option  of the holder at an initial rate of $4 per  share  of
    common stock.  The debenture was redeemable at the option  of
    Igene  at any interest payment date at par value plus accrued
    interest.

(8) Convertible Debentures
    ______________________

    In   2002,  Igene  issued  and  sold  $250,000  in  aggregate
    principal  amount of 8% demand notes to certain directors  of
    Igene.   During  2003 Igene repaid these notes  plus  accrued
    interest in satisfaction of the debt.

    On  July 17 2002, Igene issued and sold $300,000 in aggregate
    principal  amount of 8% convertible debentures, 50%  each  to
    certain   directors   of   Igene.    These   debentures   are
    convertible into shares of Igene's common stock at  $.03  per
    share  based  on the market price of Igene's  shares  at  the
    time the debentures were agreed to.  In consideration of  the
    commitment  to  purchase the 8% convertible debenture,  these
    directors  also received an aggregate of 10,000,000  warrants
    to   purchase   common  stock  at  $.03  per  share.    These
    debentures, if not converted earlier, become due on  July  17
    2012.   Igene  believes that the issuance  and  sale  of  the
    convertible  debenture  is  exempt  from  registration  under
    Section  4(2)  of  the Securities Act of  1933,  as  amended,
    based  on,  among other things, the fact that the  purchasers
    of  the securities were directors of the company at the  time
    of purchase.

    On  February  22  2002, Igene issued and sold  $1,000,000  in
    aggregate principal amount of 8% convertible debentures,  50%
    each  to  certain directors of Igene.  These  debentures  are
    convertible into shares of Igene's common stock at  $.04  per
    share  based  on the market price of Igene's  shares  at  the
    time the debentures were agreed to.  In consideration of  the
    commitment  to  purchase the 8% convertible debenture,  these
    directors  also received an aggregate of 25,000,000  warrants
    to   purchase   common  stock  at  $.04  per  share.    These
    debentures, if not converted earlier, become due on  February
    22  2012.  Igene believes that the issuance and sale  of  the
    convertible  debenture  is  exempt  from  registration  under
    Section  4(2)  of  the Securities Act of  1933,  as  amended,
    based  on,  among other things, the fact that the  purchasers
    of  the securities were directors of the company at the  time
    of purchase.

    Convertible  debentures  are  summarized  as  follows  as  of
    December 31, 2003:

<TABLE>
<CAPTION>
                                                                             Accrued
                                                          Principal         Interest
                                                        ___________      ___________
    <S>                                                 <C>              <C>
    8%, 10-year, convertible debenture issued 7/17/02   $   300,000      $    34,652
    8%, 10-year, convertible debenture issued 2/22/02     1,000,000          144,658
    8%, 10-year, convertible debenture issued 3/1/01      1,014,212          229,503
    8%, 10-year, convertible debenture issued 3/27/01     1,500,000          293,852
    6%,  3-year, convertible debenture issued 11/30/01    1,000,000            5,000

                                                        $ 4,814,212      $   707,665
                                                        ===========      ===========
</TABLE>

(9) Notes Payable
    _____________

    This  long  term  debt,  approximately $6,300,000  which  was
    scheduled to become payable in March 2003, has been  extended
    and  is now due March 2006.  Management felt any attempts  to
    satisfy  the debt at this time would have materially  adverse
    effects  on  the  Company.  Management  negotiated  with  the
    holders of the debt to extend the debt's maturity to  a  time
    when  the  Company is better able to satisfy its  obligation.
    However   the  Company  can  not  guarantee  that   it   will
    successfully be able to repay the debt at that time.

    As  a  part  of the terms of the debt the exercise prices  of
    the  warrants  and any conversion features was discounted  by
    25% thus a  $.10 warrant is now convertible at $.075 cents.

    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  specify
    that  at any time prior to repayment the holder has 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  to  13,174,478
    shares  of  common stock.  As a result of the extension  they
    are  now  convertible in 17,565,970 shares of  common  stock.
    Concurrently,  with  each  of the  $1,082,500  of  promissory
    notes,  the holders also received 13,174,478 warrants for  an
    equivalent  number  of  shares at the  equivalent  price  per
    share.  The warrants expire ten years from the issue  of  the
    notes.   As  a  result of the extension of debt  the  warrant
    exercise  prices  were  reduced by  25%.   These  notes  were
    modified in conjunction with the 1998 rights offering  to  be
    due  on  March 31, 2003, and have been extended to March  31,
    2006  as  part of the extension.  The notes bear interest  at
    the prime rate.

    In  conjunction with the rights offering in March 1998, Igene
    issued  $5,000,000  of  8%  Notes  due  March  31,  2003  and
    50,000,000 warrants to purchase one share of common stock  at
    an  exercise  price  of $0.10 per share  expiring  March  31,
    2008.   As a result of the extension these notes are now  due
    March  31,  2006  and the exercise price  is  now  $.075  per
    share.

    Notes Payable are summarized as follows as of December 31,
    2003:
<TABLE>
<CAPTION>

                                                                  Accrued
                                                   Principal      Interest
                                                  ____________  ____________
    <S>                                           <C>           <C>
    Long-term notes payable, bearing interest
        at prime, scheduled to maturing
        March 31, 2003, extended to March 31,
        2006, convertible into common stock       $ 1,082,500   $   499,579
    Long-term notes payable, bearing interest
        at 8%, scheduled to maturing
        March 31, 2003, extended to March 31,
        2006                                        4,760,267     2,191,028
                                                  ____________  ____________

                                                  $ 5,842,767   $ 2,690,607
                                                  ============  ============
</TABLE>

    Combined  aggregate amounts of maturities for all convertible
    debentures and notes payable are as follows:

<TABLE>
<CAPTION>

                 Year                   Amount
                ______               ____________
                <S>                  <C>
                 2004                $ 1,000,000
                 2005                        ---
                 2006                  5,842,767
                 2007                        ---
                 Thereafter          $ 3,814,212

</TABLE>
<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


(10)Redeemable Preferred Stock
    __________________________

    Each  share of redeemable preferred stock is entitled to vote
    on  all  matters requiring shareholder approval as one  class
    with  holders  of  common stock, except that  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   (See note 7 relating to the  exchange  of
    certain redeemable preferred stock for a debenture).

    Igene   exercised  it's  right  to  satisfy  the   $1,500,000
    principal  amount  of debt outstanding on its  variable  rate
    subordinate  debenture on October 1, 2002.  Igene  discharged
    the  principal due by converting the debenture  into  187,500
    Shares  of 8% Cumulative Convertible Preferred stock,  Series
    B  at  a rate of $8.00 per share (See note 7 relating to  the
    exchange  of  certain  redeemable  preferred  stock   for   a
    debenture).

    Mandatory  redemption  of Preferred stock  Series  A  was  by
    agreement  due  by  Igene  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  interest  until such time as  Igene  is  able  to
    undertake  redemption, though there can be no assurance  this
    will develop.

    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,
    2003,  total dividends in arrears on Igene's preferred  stock
    equal  $249,905 (or $9.76 per share) on Igene's Series A  and
    $150,000  (or  $.80 per share) on Igene's Series  B  and  are
    included  in  the carrying value of the redeemable  preferred
    stock.

(11)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  and
    1986  Plans  remain  outstanding with unchanged  terms.   The
    number of shares authorized for issuance under the 2001  Plan
    is  55,000,000.  This is in addition to the 20,000,000 shares
    authorized  for  issuance  under  the  1997  Plan,  and   the
    2,000,000  shares  authorized for  issuance  under  the  1986
    Plan.

<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


    The   following   is  a  summary  of  options   granted   and
    outstanding  under  the  plans as of December  31,  2003  and
    2002:

<TABLE>
<CAPTION>

                                         2003                            2002
                                  __________________________    __________________________
                                                   Weighted                      Weighted
                                                    Average                       Average
                                                   Exercise                      Exercise
                                   Number             Price      Number             Price
                                  ____________  ____________    ____________  ____________
    <S>                           <C>           <C>             <C>           <C>
    Options outstanding
    and exercisable,
    beginning of year              35,588,250         $.047      19,037,584         $.064

    Options granted                       ---           ---      18,200,000         $.025

    Options exercised                (100,000)        $.025             ---           ---

    Options forfeited,
    or withdrawn with
    consent of holders                    ---           ---      (1,649,334)        $.038

    Options expired                       ---           ---             ---           ---
                                  ____________  ____________    ____________  ____________
    Options outstanding
    and exercisable,
    end of year                    35,488,250         $.047      35,588,250         $.047
                                  ============  ============    ============  ============
</TABLE>

<TABLE>
<CAPTION>
                      Options Outstanding

                                           Weighted Average
      Exercise Price       Shares    Remaining Life (Years)
      ______________   ___________   ______________________
      <S>              <C>           <C>
      $.025             17,100,000                      8.6
      $.050              9,342,666                      5.9
      $.053                 97,719                      3.0
      $.060                162,865                      3.0
      $.065                 45,000                      5.5
      $.080              5,500,000                      7.8
      $.100              3,240,000                      4.3
                       ___________

      $.047             35,488,250
                       ===========
</TABLE>

    In  addition  to  the  options listed  above,  the  following
    additional  unregistered options were issued outside  of  the
    2001,  1997 and 1986 plans.  Per Benjaminsen and Stein  Ulve,
    were  each granted 10,000,000 options, as part of their Igene
    employment  agreement  signed concurrently  with  the  ProBio
    purchase.   The options vest over a three year  period.   Mr.
    Ulve  had  vested in the first third of his options and  with
    his  resignation  from Igene forfeited the balance.   He  has
    until  January  21,  2004 to exercise the  options  that  had
    vested.   Mr. Benjaminsen has vested in the first two  thirds
    of  his  options  and will vest in the remaining  portion  on
    December  31,  2004.  These options expire October  9,  2011.
    All 20,000,000 options are exercisable at $0.08 per share.

<PAGE>

              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


    The  fair value of each option grant is estimated on the date
    of  grant  using the Black-Scholes option-pricing model  with
    the  following weighted average assumptions used  for  grants
    during the two years ended December 31:

<TABLE>
<CAPTION>
                                         2002              2003
                                      _________         _________
     <S>                              <C>               <C>
     Dividend yield                       ---               ---
     Expected volatility               437.67%            51.79%
     Risk-free interest rate             4.47%             4.21%
     Expected lives in years               10                10
     Fair value of options granted      $0.04             $0.04

</TABLE>

    Warrants
    ________

    In  consideration for his work on the Board of Directors  Mr.
    Kimelman  was awarded on May 13, 2003 11,000,000 warrants  to
    purchase  Igene common stock at $.06 per share.  The warrants
    shall expire March 26, 2013.

    On  February  22  2002, Igene issued and sold  $1,000,000  in
    aggregate principal amount of 8% convertible debentures,  50%
    each  to  certain directors of Igene.  These  debentures  are
    convertible into shares of Igene's common stock at  $.04  per
    share  based  on the market price of Igene's  shares  at  the
    time the debentures were agreed to.  In consideration of  the
    commitment  to  purchase the 8% convertible debenture,  these
    directors  also received an aggregate of 25,000,000  warrants
    to   purchase   common  stock  at  $.04  per  share.    These
    debentures, if not converted earlier, become due on  February
    22  2012.  Igene believes that the issuance and sale  of  the
    convertible  debenture  is  exempt  from  registration  under
    Section  4(2)  of  the Securities Act of  1933,  as  amended,
    based  on,  among other things, the fact that the  purchasers
    of  the securities were directors of the company at the  time
    of purchase.

    On  July 17 2002, Igene issued and sold $300,000 in aggregate
    principal  amount of 8% convertible debentures, 50%  each  to
    certain   directors   of   Igene.    These   debentures   are
    convertible into shares of Igene's common stock at  $.03  per
    share  based  on the market price of Igene's  shares  at  the
    time the debentures were agreed to.  In consideration of  the
    commitment  to  purchase the 8% convertible debenture,  these
    directors  also received an aggregate of 10,000,000  warrants
    to   purchase   common  stock  at  $.03  per  share.    These
    debentures, if not converted earlier, become due on  July  17
    2012.   Igene  believes that the issuance  and  sale  of  the
    convertible  debenture  is  exempt  from  registration  under
    Section  4(2)  of  the Securities Act of  1933,  as  amended,
    based  on,  among other things, the fact that the  purchasers
    of  the securities were directors of the Company at the  time
    of purchase.

    The  following table summarizes warrants issued,  outstanding
    and exercisable:

<TABLE>
<CAPTION>
                                        As of December 31,
                               __________________________________
                                    2003                 2002
                               _____________        _____________
    <S>                        <C>                  <C>
    Issued                      205,266,073          198,016,073
    Outstanding                 205,266,073          198,016,073
    Exercisable                 205,266,073          198,016,073

</TABLE>
<PAGE>

              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


    Common Stock
    ____________

    At  December  31, 2003, 205,266,073 shares of authorized  but
    unissued   common  stock  were  reserved  for   exercise   of
    outstanding  warrants, 35,488,250 shares  of  authorized  but
    unissued common stock were reserved for exercise pursuant  to
    the  1986, 1997 and 2001 Stock Option Plans, 9,999,999 shares
    were   reserved  for  exercise  of  options   held   by   Mr.
    Benjaminsen  and  Mr. Ulve, 51,210 shares of  authorized  but
    unissued  common  stock  were  reserved  for  issuance   upon
    conversion  of  Igene's outstanding preferred stock,  375,000
    shares  of authorized but unissued common stock were reserved
    for issuance upon conversion of the Preferred Stock series  B
    issued  in  conversion  of   the variable  rate  subordinated
    debenture,  8,910,778  shares  were  reserved  for  issue  in
    accordance  with Igene's manufacturing agreement with  Fermic
    (see  note  13)  and  93,993,621  shares  of  authorized  but
    unissued stock were reserved for issuance upon conversion  of
    outstanding convertible notes.

    Preferred Stock
    _______________

    Igene  exercised  its  right  to satisfy  the  variable  rate
    subordinate  debenture on October 1, 2002 by  converting  the
    principal  due under the variable rate subordinated debenture
    into  187,500  Shares of 8% Cumulative Convertible  Preferred
    stock, Series B at $8.00 per share.

    The  debenture  bore  interest at a  rate  of  8%  per  annum
    through  September 30, 1996 and thereafter at a rate  of  12%
    per  annum.  Interest was payable in cash through October  1,
    1989.   Thereafter, the debenture agreement provided that  at
    the  option and at the discretion of Igene, interest  may  be
    paid  in  shares  of Igene's common stock at the  greater  of
    $2.25  per  share  or  the average market  value  per  share.
    During  2002  Igene issued 40,000 shares of its common  stock
    as payment of interest on the debenture.

    The  debenture was convertible into common stock of Igene  at
    any  time at the option of the holder at an initial  rate  of
    $4  per  share of common stock.  The debenture was redeemable
    at  the  option of Igene at any interest payment date at  par
    value  plus  accrued interest.  (See note 7 relating  to  the
    exchange  of  certain  redeemable  preferred  stock   for   a
    debenture).

    As  of  December  31,  2003, total dividends  in  arrears  on
    Igene's  preferred stock equal $249,905 (or $9.76 per  share)
    on  Igene's  Series  A and $90,000 (or  $.48  per  share)  on
    Igene's  Series B and are included in the carrying  value  of
    the redeemable preferred stock.

(12)Net Loss Per Common Share
    _________________________

    Net  loss  per  common share for 2003 and 2002  is  based  on
    88,485,283   and   81,544,079   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 2003 and 2002 because  to  do  so
    would  have been anti-dilutive.  However, these common  stock
    equivalents  could have potentially dilutive effects  in  the
    future (see also notes 7, 8, 10 and 11).

<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


(13)Commitments
    ___________

    Igene  is obligated for office and laboratory facilities  and
    other  rentals under operating lease agreements, which expire
    in  2011.  The  basic  annual  rentals  are  expected  to  be
    approximately $93,600 under such leases. Annual rent  expense
    relating to the leases for the years ended December 31,  2003
    and 2002 approximated $93,600 and $90,000, respectively.

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

                Year             Amount
               ______          __________

                2004            $110,294
                2005             110,294
                2006             112,318
                2007             114,710
                2008             117,162

     Effective   May   20,  2000,  Igene  signed   an   exclusive
     manufacturing   agreement  with   Fermic,   S.A.   de   C.V.
     ("Fermic"),  of Mexico City, Mexico, for the  production  of
     AstaXin(R).   The  Fermic   contract   provides   that   the
     manufacturer  has  a  limited  exclusive  right  to  produce
     AstaXin(R) and is paid a monthly fee in cash, which is based
     on manufacturing capacity, plus shares of Igene common stock
     based  on  production quantities.  Fermic provides equipment
     and  facilities  necessary  to  manufacture  and  store  the
     product  and  is  responsible for purchasing raw  materials.
     Igene is responsible for sales efforts and for ensuring  the
     quality  of the pigment.  Igene also has a role in  ensuring
     that  the manufacturing process works effectively.  The term
     of the contract is 6 years.

     Based  on  production of AstaXin(R), Igene has committed  to
     issue  to  Fermic  up to a maximum of 20,000,000  shares  of
     Igene common stock during a six year period expiring May 20,
     2006  in  accordance  with the new manufacturing  agreement.
     Based on quantities of AstaXin(R) produced 11,089,222 shares
     of Igene common stock has been issued to Fermic.  This stock
     has been recorded as a manufacturing expense and also as  an
     increase  in common stock and additional paid in capital  of
     $574,905.  This amount has been computed based on  the  fair
     value of the stock as of the period in which the shares were
     earned.

(14) Contingencies
     _____________

     Previously reported litigation (original lawsuit filed  July
     21, 1997, U.S. District Court, Baltimore, MD) between Archer
     Daniels   Midland,   Inc.  ("ADM")  and   Igene,   involving
     allegations   of   patent  infringement  and   counterclaims
     concerning  the  theft  of trade secrets,  was  resolved  on
     September 29, 2003.  Resolution of the dispute between   ADM
     and   Igene  did  not  result in an unfavorable  outcome  to
     Igene.   Igene  will continue to make and sell its  product,
     AstaXin(R).   The  Company incurred $133,464  of  litigation
     expenses for 2003 and $47,159 for 2003.

(15) Income Taxes
     ____________

     No  income tax benefit or deferred tax asset is reflected in
     the   financial   statements.   Deferred  tax   assets   are
     recognized  for  future deductible temporary difference  and
     tax loss carry forwards if their realization is "more likely
     than not".

     At  December  31,  2003,  Igene has federal  and  state  net
     operating loss carry-forwards of approximately   $23,400,000
     that  expire at various dates from 2003 through  2023.   The
     recorded  deferred  tax  asset,  representing  the  expected
     benefit  from  the future realization of the  net  operating
     losses, net of the valuation allowance,  was   $-0- for 2003
     and 2002.
<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


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

      Net operating loss carry-forward benefit     $  9,037,000
      Valuation allowance                            (9,037,000)
                                                   _____________

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

(16)Uncertainty
    ___________

    Igene  has incurred net losses in each year of its existence,
    aggregating  approximately  $39,000,000  from  inception   to
    December  31,  2003 and its liabilities including  redeemable
    preferred   stock   exceeded  its  assets  by   approximately
    $15,807,367 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.

    The  continuing  successful  marketing  of  Igene's  product,
    AstaXin(R), which is currently manufactured and sold  through
    the  Company's  Joint Venture, may permit  Igene  to  attract
    additional capital and enable it to continue.

    Igene began  manufacturing and selling AstaXin(R) during 1998
    and  is  continuing to do so to date through a Joint Venture,
    attempting  to   increase  sales  and  manufacturing  levels.
    Igene    believes   this   product   and   it's    associated
    manufacturing  technology  to be  highly  marketable.   Igene
    hopes to  continue increasing sales of AstaXin(R), eventually
    achieving   gross   profits  and,  subsequently,   profitable
    operations   through   it's  Joint   Venture.    Though   the
    achievement of these can not be assured.

    During  2002  Igene continued to fund its operations  through
    the  issuance of warrants and convertible debentures  through
    direct  purchases and loans by directors and other accredited
    investors.  This provided additional capital of $1,550,000.

(17)Nature of Risks and Concentrations
    __________________________________

    Igene derived revenue during 2003 and 2002 from sales of  the
    product, AstaXin(R).  Substantially all of Igene's  2003  and
    2002   sales  were  to  fish  producers  in  the  aquaculture
    industry  in  Chile.  During 2002, three customers,  who  are
    located in Chile, represented over 10% of sales each,  for  a
    total  of  83%  in the aggregate, accordingly, all  of  Igene
    Chile's   receivables   are  located   in   Chile.     Though
    development  of the Joint Venture facility is  underway,  all
    of  Igene or the Joint Venture's manufacturing operations for
    AstaXin(R) are currently conducted in a single  manufacturing
    facility in Mexico City, Mexico.

    All  of 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.   It is also considered at least  reasonably
    possible  that  operations located outside the United  States
    could  be disrupted in the near term.  However, Igene has  at
    present no information that would lead it to believe that  it
    will lose its principal product, principal customers, or  its
    contracted  manufacturer; or that its  operations  in  Mexico
    City  or Chile will be disrupted, though this belief can  not
    be assured.

<PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


(18)Simple Retirement Plan
    ______________________

    Effective January 1, 1997, Igene adopted a Simple  Retirement
    Plan under Internal Revenue Code Section 408(p). The Plan  is
    a defined contribution plan, which covers all of Igene's U.S.
    employees who receive at least $5,000 of compensation for the
    preceding   year.   The   Plan   permits   elective  employee
    contributions.  Igene made nonelective contributions of 2% of
    each eligible employee's compensation for each year  for  the
    period  January  1, 1997  through until  December  31,  2001.
    Effective  January   1,   2003,  Igene   made   an   elective
    contribution of  3% of each eligible employee's  compensation
    for each  year.  Igene's contributions to the plan  for  2002
    were $11,201,  which  is expensed in the  2002  statement  of
    operations.  Igene's contributions to the plan for  2003 were
    $17,631   which   is  expensed  in  the  2003   statement  of
    operations.

(19)Restatement Summary
    ___________________

    As disclosed  in  the Notification of Late  Filing  filed  by
    Igene  Biotechnology,  Inc.  (the  "Registrant")   with   the
    Commission on  April  1, 2005 (the "Notification"),  Berenson
    LLP ("Berenson"),  the  Registrant's  independent  registered
    public  accounting  firm,  has  questioned  the  Registrant's
    historical method of recording the value of its 50%  interest
    in its  joint  venture  with Tate  &  Lyle  PLC  (the  "Joint
    Venture"), as reflected in the Registrant's previously issued
    consolidated  financial   statements   contained    in    the
    Registrant's Annual Report on Form 10-KSB for the  year ended
    December  31,   2003   and  consolidated  interim   financial
    statements contained in the Registrant's Quarterly Reports on
    Form 10-QSB for the quarterly periods ended March  31,  2004,
    June 30,  2003  and  2004, and September 30,  2003  and  2004
    (collectively, the "Financial Statements").

    As disclosed  in  the Notification, the Registrant  contacted
    the Office  of Chief Accountant of the Commission  requesting
    further guidance on this accounting matter.   The  Registrant
    engaged in  discussions  with the  Staff  of  the  Commission
    relating to  the  accounting treatment  of  the  Registrant's
    interest  in  the Joint Venture.  The Commission  advised the
    registrant that the historical accounting treatment  was  not
    appropriate.  In a letter dated May 12, 2005, and received by
    the  Company   on  the  same  date,  Berenson  notified   the
    Registrant that the Financial Statements should no  longer be
    relied upon  because of errors in those Financial Statements.
    The Registrant  is  now  in  the process  of  correcting  and
    restating the Financial Statements.  The Registrant  plans to
    file  such  restated  Financial  Statements  as  soon  as  is
    practicable after the necessary corrections have been made.

    The historical Financial Statements filed with the Commission
    treated the  Registrant's investment  in  the  Joint  Venture
    under  the equity method of accounting as a one-line  caption
    on its  consolidated balance sheet and consolidated statement
    of  operations  with  the  excess  of  fair  value  of   such
    investment in  the  Joint Venture over  the  historical  cost
    basis of consideration paid for such investment reflected  as
    an adjustment to additional paid-in capital.

    The corrections necessary to restate the Financial Statements
    pertain primarily  to  the manner  in  which  the  Registrant
    recorded the investment in the Joint Venture in the Financial
    Statements.  The Registrant has been advised  that  while the
    Registrant's investment  in  the  Joint  Venture   has   been
    correctly accounted for under the equity method of accounting
    as a one-line caption on its consolidated balance sheets  and
    consolidated  statements  of  operations,  the   Registrant's
    investment in the Joint Venture should have been recorded  at
    an   amount  equal   to   the  value  of   the   Registrant's
    consideration  contributed  at  the  creation  of  the  Joint
    Venture (not  as the excess of fair value of the Registrant's
    investment in  the  Joint Venture over  the  historical  cost
    basis).   As a  result, the investment in the  Joint  Venture
    should have been initially recorded with a value of $316,869;
    rather  than  the  twelve  million,  three  hundred  thousand
    ($12,300,000) initially recorded in the Financial Statements.

   <PAGE>
              Igene Biotechnology, Inc. and Subsidiary
             Notes to Consolidated Financial Statements
           For the years ended December 31, 2003 and 2002


    The Company  can not recognize the loss of the Joint  Venture
    beyond the investment in the Joint Venture.  As of the fourth
    quarter of 2003 the Company had an initial investment  of and
    amounts  due  from  the  Joint Venture of  $818,052.  Igene's
    share of the loss through December 31, 2003 equaled $914,494,
    exceeding the total investment by $96,442.  This excess loss,
    and  all  future  losses incurred as a  result  of  the Joint
    Venture, that  are in excess of the Company's investment  and
    advances, will be suspended until the point that the  profits
    of the Joint Venture, if any, exceed the incurred losses.

    As  in  the  originally  issued  financial  statements,   the
    Company's preferred stock have been classified as liabilities
    in  the restated financial statement in accordance  with  the
    Statement  of   Financial  Accounting   Standards   No.   150
    "Accounting   for   Certain   Financial   Instruments    with
    Characteristics of Both Liabilities and Equity" ("FASB 150").
    However, the amounts previously stated as dividends after the
    effective date of FASB 150, which was at the beginning of the
    third quarter of 2003, have been recharacterized as  interest
    expense  in   the   restated  financial   statements.    This
    recharacterization increases interest expense by  $68,194 for
    the year ended December 31, 2003.

    The  following  table shows the effect of the  restatement on
    the consolidated financial statements as previously reported:

                           December 31,
                               2003

_________________________________________________________________

The  following   shows  the  effect  of  the  restatement  on the
consolidated balance sheet as previously reported:

<TABLE>
<CAPTION>
                                    As              As Previously
                                    Restated        Reported
                                    ______________  _____________
<S>                                 <C>             <C>
Due from Joint Venture              $        ---    $    495,183
Investment in unconsolidated JV              ---      11,391,506
Total assets                             539,989      12,426,678
Additional Paid in capital            22,556,553      34,471,490
Accumulated deficit                  (39,291,395)    (39,319,643)
Stockholders' deficit                (15,807,367)     (3,920,678)

</TABLE>
The  following  shows  the  effect  of  the  restatement  on the
statement of operations as previously reported:
<TABLE>
<CAPTION>
                                    As              As Previously
                                    Restated        Reported
                                    ______________  _____________
<S>                                 <C>             <C>
Equity in Loss of Joint venture         (818,052)       (914,494)
Interest expense                        (965,737)       (897,543)
Net loss from continuing operations   (2,408,530)     (2,436,778)
Net loss                              (2,170,893)     (2,199,141)

</TABLE>

The  following  shows  the  effect  of  the  restatement  on the
statement of cash flows as previously reported:
<TABLE>
<CAPTION>
                                    As              As Previously
                                    Restated        Reported
                                    ______________  _____________
<S>                                 <C>             <C>
Cash used in operating activities       (241,810)       (173,616)
Cash used in financing activities       (182,603)       (250,797)

</TABLE>
<PAGE>
                           SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange
Act  of  1934, the registrant caused this report to be signed  on
its  behalf  by  the undersigned, thereunto duly  authorized,  in
Howard County, Maryland on August 25, 2005.


                       IGENE Biotechnology, Inc.
                       ______________________________________
                       (Registrant)


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

                Date   August 25, 2005

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       August 25, 2005
________________________     Technical Officer, Treasurer
    STEPHEN F. HIU

/S/ EDWARD J. WEISBERGER     Chief Financial Officer          August 25, 2005
________________________     (pricipal financial and
    EDWARD J. WEISBERGER      accounting officer)

/S/ THOMAS L. KEMPNER        Vice Chairman of Board           August 25, 2005
________________________     of Directors
    THOMAS L. KEMPNER

/S/ MICHAEL G. KIMELMAN      Chairman of the Board            August 25, 2005
________________________     of Directors
    MICHAEL G. KIMELMAN

/S/ SIDNEY R. KNAFEL         Director                         August 25, 2005
________________________
    SIDNEY R. KNAFEL

/S/ PATRICK F. MONAHAN       Director, Vice President         August 25, 2005
________________________     Secretary and
    PATRICK F. MONAHAN       Director of Manufacturing

</TABLE>
<PAGE>

EXHIBIT 23.a.


CONSENT OF REGISTERED PUBLIC ACCOUNTING FIRM


     We  hereby consent to the incorporation by reference in  the
Registration  Statements Nos. 333-76616, 333-65013  and  333-6103
each on  Form  S-8 and to Registration Statement No. 333-45218 on
Form   S-3,  and in  the  Annual  Report  on  Form   10-KSB/A  of
Igene  Biotechnology, Inc. for the year ended December 31,   2003
of  our   report   dated   August 18,  2005,  relating   to   the
consolidated   financial   statements  of   Igene  Biotechnology,
Inc.

                                   /S/ STEGMAN & COMPANY
                                   ___________________________
                                        STEGMAN & COMPANY

Baltimore, Maryland
August 25, 2005


<PAGE>
EXHIBIT 31.1

I, Stephen F. Hiu, certify that:

1.   I  have  reviewed  this Annual report on Form  10-KSB/A  for
     fiscal year 2003 of Igene Biotechnology, Inc.;

2.   Based  on  my  knowledge, this report does not  contain  any
     untrue  statement  of  a material  fact  or  omit to state a
     material  fact  necessary  to  make  the statements made, in
     light of the circumstances  under which such statements were
     made,  not  misleading with respect to the period covered by
     this report;

3.   Based  on my knowledge, the financial statements, and  other
     financial  information  included  in  this  report,   fairly
     present  in  all  material respects the financial condition,
     results  of  operations and cash flows of the small business
     issuer as of, and for, the periods presented in this report;

4.   The   registrant's  other  certifying  officers  and  I  are
     responsible  for  establishing  and  maintaining  disclosure
     controls  and procedures (as defined in Exchange  Act  Rules
     13a-14 and 15d-14) for the registrant and have Designed such
     disclosure   controls  and  procedures,   or   caused   such
     disclosure controls and procedures to be designed under  our
     supervision, to ensure that material information relating to
     the   small  business  issuer,  including  its  consolidated
     subsidiaries,  is  made known to us by others  within  those
     entities,  particularly  during the  period  in  which  this
     report is being prepared;

     b)   Evaluated  the  effectiveness  of  the  small  business
          issuer's   disclosure  controls  and   procedures   and
          presented  in  this  report our conclusions  about  the
          effectiveness   of   the   disclosure   controls    and
          procedures, as of the end of the period covered by this
          report based on such evaluation; and

     c)   Disclosed  in  this  report any  change  in  the  small
          business  issuer's internal control financial reporting
          that  occurred during the small business issuer's  most
          recent  fiscal  quarter  (the small  business  issuer's
          fourth  fiscal quarter in the case of an annual report)
          that  has materially affected, or is reasonably  likely
          to  materially  affect,  the  small  business  issuer's
          internal control over financial reporting; and

5.   The  small business issuer's other certifying officer and  I
     have  disclosed,  based  on  our  most  recent evaluation of
     internal  control  over  financial  reporting,  to the small
     business  issuer's  auditors  and the audit committee of the
     small  business  issuer's  board  of  directors  (or persons
     performing  the  equivalent functions):

     a)   All significant deficiencies and material weaknesses in
          the  design  or  operation  of  internal  control  over
          financial  reporting  which are  reasonably  likely  to
          adversely affect the small business issuer's ability to
          record,   process,   summarize  and  report   financial
          information; and

     b)   Any  fraud,  whether  or  not material,  that  involves
          management  or  other employees who have a  significant
          role  in  the small business issuer's internal  control
          over financial reporting.

Date: August 25, 2005


    /S/ STEPHEN F. HIU
    _______________________
        STEPHEN F. HIU
        President

<PAGE>

EXHIBIT 31.2

I, Edward J. Weisberger, certify that:

1.   I  have  reviewed  this Annual report on Form  10-KSB/A  for
     fiscal year 2003 of Igene Biotechnology, Inc.;

2.   Based  on  my  knowledge, this report does not  contain  any
     untrue  statement  of  a  material  fact  or omit to state a
     material fact  necessary  to  make  the  statements made, in
     light of the circumstances under which such statements  were
     made,  not  misleading with respect to the period covered by
     this report;

3.   Based  on  my knowledge, the financial statements, and other
     financial  information  included  in  this  report,   fairly
     present  in  all  material respects the financial condition,
     results  of  operations and cash flows of the small business
     issuer as of, and for, the periods presented in this report;

4.   The   registrant's  other  certifying  officers  and  I  are
     responsible  for  establishing  and  maintaining  disclosure
     controls  and procedures (as defined in Exchange  Act  Rules
     13a-14 and 15d-14) for the registrant and have

     a)   Designed  such  disclosure controls and procedures,  or
          caused  such disclosure controls and procedures  to  be
          designed under our supervision, to ensure that material
          information  relating  to the  small  business  issuer,
          including its consolidated subsidiaries, is made  known
          to  us  by  others within those entities,  particularly
          during  the  period  in  which  this  report  is  being
          prepared;

     b)   Evaluated  the  effectiveness  of  the  small  business
          issuer's   disclosure  controls  and   procedures   and
          presented  in  this  report our conclusions  about  the
          effectiveness   of   the   disclosure   controls    and
          procedures, as of the end of the period covered by this
          report based on such evaluation; and

     c)   Disclosed  in  this  report any  change  in  the  small
          business  issuer's internal control financial reporting
          that  occurred during the small business issuer's  most
          recent  fiscal  quarter  (the small  business  issuer's
          fourth  fiscal quarter in the case of an annual report)
          that  has materially affected, or is reasonably  likely
          to  materially  affect,  the  small  business  issuer's
          internal control over financial reporting; and

5.   The  small business issuer's other certifying officer and  I
     have  disclosed,  based  on our most  recent  evaluation  of
     internal  control  over financial reporting,  to  the  small
     business  issuer's auditors and the audit committee  of  the
     small  business  issuer's  board of  directors  (or  persons
     performing the equivalent):

     a)   All significant deficiencies and material weaknesses in
          the  design  or  operation  of  internal  control  over
          financial  reporting  which are  reasonably  likely  to
          adversely affect the small business issuer's ability to
          record,   process,   summarize  and  report   financial
          information; and

     b)   Any  fraud,  whether  or  not material,  that  involves
          management  or  other employees who have a  significant
          role  in  the small business issuer's internal  control
          over financial reporting.



Date: August 25, 2005

     /S/  EDWARD J. WEISBERGER
     ____________________________
          EDWARD J. WEISBERGER
          Chief Financial Officer
<PAGE>

EXHIBIT 32.1

        CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection  with  the  IGENE Biotechnology,  Inc.  (the
"Company")  Annual Report on Form 10-KSB/A for the  period  ended
December  31,  2003,  as filed with the Securities  and  Exchange
Commission on the date hereof (the "Report"), I, Stephen F.  Hiu,
President  of the Company, certify pursuant to 18 U.S.C.  Section
1350,  as  adopted pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge:

          (1)  The Report fully complies with the requirements of
          Section  13(a) or 15(d) of the Securities Exchange  Act
          of 1934, as amended; and

          (2)   The  information contained in the  Report  fairly
          presents,  in  all  material  respects,  the  financial
          condition and results of operations of the Company.


Date: August 25, 2005           By: /S/ STEPHEN F. HIU
                                    _____________________________
                                        STEPHEN F. HIU
                                        President


A  signed original of this written statement required by  Section
906  has been provided to the Company and will be retained by the
Company  and furnished to the Securities and Exchange  Commission
or its staff upon request.
<PAGE>

EXHIBIT 32.2

        CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with  the  IGENE  Biotechnology,  Inc.  (the
"Company") Annual on Form 10-KSB/A for the period ended  December
31, 2003, as filed with the Securities and Exchange Commission on
the  date  hereof (the "Report"), I, Edward J. Weisberger,  Chief
Financial  Officer of the Company, certify pursuant to 18  U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that, to the best of my knowledge:

          (1)  The Report fully complies with the requirements of
          Section  13(a) or 15(d) of the Securities Exchange  Act
          of 1934, as amended; and

          (2)   The  information contained in the  Report  fairly
          presents,  in  all  material  respects,  the  financial
          condition and results of operations of the Company.


Date: August 25, 2005          By:  /S/ EDWARD J. WEISBERGER
                                    _____________________________
                                        EDWARD J. WEISBERGER
                                        Chief Financial Officer

A  signed original of this written statement required by  Section
906  has been provided to the Company and will be retained by the
Company  and furnished to the Securities and Exchange  Commission
or its staff upon request.