UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                              FORM 10-Q

(Mark One)

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

            For the quarterly period ended June 30, 2008

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

     For the transition period from __________ to __________

                  Commission file number 0-15888

                    IGENE Biotechnology, Inc.
     ______________________________________________________
     (Exact name of registrant as specified in its charter)


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

      9110 Red Branch Road, Columbia, Maryland 21045-2024
      ___________________________________________________
           (Address of principal executive offices)

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

                               None
     ____________________________________________________
     (Former name, former address and former fiscal year,
                  if changed since last report)

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

Yes   [x]          No      [ ]

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

  Large accelerated filer       Accelerated filer
                          ___                             ___

  Non-accelerated filer         Smaller reporting company  x
                          ___                             ___

Indicate  by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes   [ ]          No      [x]


Indicate  the  number  of  shares  outstanding  of  each  of  the
issuer's  classes  of  common stock, as of the latest practicable
date:

There  were  110,337,072  shares of common stock, par value $.01,
_________________________________________________________________
issued and outstanding as of August 4, 2008.
____________________________________________

<PAGE>
                              FORM 10-Q
                      IGENE Biotechnology, Inc.


                                INDEX



PART I     -     FINANCIAL INFORMATION
                                                           Page

   Consolidated Balance Sheets (Unaudited)...............  5

   Consolidated Statements of Operations (Unaudited).....  6

   Consolidated Statement of Stockholders' Deficiency
   (Unaudited)...........................................  7

   Consolidated Statements of Cash Flows (Unaudited).....  8

   Notes to Consolidated Financial Statements
   (Unaudited)...........................................  9-14

   Management's Discussion and Analysis of Financial
   Conditions and Results of Operations .................  15-18

   Controls and Procedures...............................  19

PART II    -     OTHER INFORMATION ......................  20-21

SIGNATURES ..............................................  22

EXHIBIT INDEX ...........................................  23

<PAGE>
           IGENE BIOTECHNOLOGY, INC. QUARTERLY REPORT
UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
<PAGE>
PART I               FINANCIAL INFORMATION
<PAGE>
Item 1.   Financial Statements

<TABLE>
<CAPTION>
                      IGENE Biotechnology, Inc.  and Subsidiary
                             Consolidated Balance Sheets


                                                             June 30,   December 31,
                                                                2008           2007
                                                         ____________   ____________
                                                           (Unaudited)
<S>                                                      <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                              $ 1,260,728    $ 1,026,350
  Accounts receivable                                      1,339,966      2,718,884
  Inventory                                                4,844,088      8,059,777
  Prepaid expenses and other current assets                   37,726         38,351
                                                         ____________   ____________
    TOTAL CURRENT ASSETS                                   7,482,508     11,843,362

  Property and equipment, net                                924,526        713,493
  5 year non-compete (net of amortization
    of $15,398 and $0, respectively)                         138,579        153,977
  Customer contracts (net of amortization
    of $116,829 and $0, respectively)                        116,829        233,658
  Intellectual property                                      149,670        149,670
  Other assets                                                 5,125          5,125
                                                         ____________   ____________
    TOTAL ASSETS                                         $ 8,817,237    $13,099,285
                                                         ============   ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                  $ 4,296,766    $ 7,902,625
                                                         ____________   ____________

    TOTAL CURRENT LIABILITIES                              4,296,766      7,902,625

LONG-TERM DEBT
  Notes payable (net of unamortized discount of
    $685,038 and $1,198,818, respectively)                 5,157,229      4,643,449
  Convertible debentures (net of unamortized discount of
    $1,141,938 and $1,331,548, respectively)               3,434,274      3,244,664
  Contingent liability on joint venture separation         5,000,000      5,000,000
  Accrued interest                                         6,836,829      6,442,076

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8%
  cumulative, convertible, voting, series A, $.01 par
  value per share. Stated value $20.64 and $20.32,
  respectively.  Authorized 1,312,500 shares; issued
  and outstanding 11,134 shares.                             229,809        226,243
                                                         ____________   ____________

    TOTAL LIABILITIES                                     24,954,907     27,459,057
                                                         ____________   ____________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock --- $.01 par value per share.
    Authorized 750,000,000 shares; issued and
    outstanding 110,337,072 shares.                        1,103,371      1,103,371
  Additional paid-in capital                              33,276,687     33,276,687
  Accumulated deficit                                    (50,565,704)   (48,739,830)
  Other comprehensive income                                  47,976            ---
                                                         ____________   ____________

    TOTAL STOCKHOLDERS' DEFICIENCY                       (16,137,670)   (14,359,772)
                                                         ____________   ____________

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY       $ 8,817,237    $13,099,285
                                                         ============   ============

</TABLE>
The accompanying notes are an integral part of the financial
statements.

                               -5-

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


                                                              Three months ended                Six months ended
                                                         ____________________________     ____________________________
                                                              June 30,       June 30,          June 30,       June 30,
                                                                 2008           2007              2008           2007
                                                         _____________  _____________     _____________  _____________
<S>                                                      <C>            <C>               <C>            <C>
REVENUE
_______
  Sales                                                  $  1,656,167   $        ---      $  4,527,669   $        ---
  Cost of sales                                             1,230,096            ---         3,597,506            ---
                                                         _____________  _____________     _____________  _____________
GROSS PROFIT                                                  426,071            ---           930,163            ---

EQUITY IN REPAID ADVANCES
  OF JOINT VENTURE                                                ---        199,672               ---        258,628
                                                         _____________  _____________     _____________  _____________
OPERATING EXPENSES
__________________
  Marketing and selling                                       163,697         37,433           461,995         39,325
  Research and development                                    439,434        245,172           789,538        497,286
  General and administrative                                  227,685        275,149           404,795        478,062
  Operating expenses reimbursed by Joint Venture                  ---       (515,442)              ---       (960,486)
                                                         _____________  _____________     _____________  _____________
     TOTAL OPERATING EXPENSES                                 830,816         42,312         1,656,328         54,187
                                                         _____________  _____________     _____________  _____________
     OPERATING PROFIT (LOSS)                                 (404,745)       157,360          (726,165)       204,441
                                                         _____________  _____________     _____________  _____________

OTHER INCOME                                                      ---          1,155             2,040          7,537

INTEREST EXPENSE (including amortization of debt
  discount of $351,695 for the three months ended
  June 30, 2008 and 2007, and $703,390 and
  $703,389 for the six months ended June 30, 2008
  and 2007, respectively)                                    (550,897)      (574,244)       (1,101,749)    (1,105,116)
                                                         _____________  _____________     _____________  _____________
     NET LOSS                                            $   (955,642)  $   (415,729)     $ (1,825,874)  $   (893,138)
                                                         _____________  _____________     _____________  _____________
Other comprehensive income (loss)
  Foreign exchange translation                               (171,880)           ---            47,976            ---


     TOTAL COMPREHENSIVE LOSS                            $ (1,127,522)  $   (415,729)     $ (1,777,898)  $   (893,138)
                                                         =============  =============     =============  =============

BASIC AND DILUTED NET LOSS PER COMMON SHARE              $      (0.01)  $      (0.00)     $      (0.02)  $      (0.01)
                                                         =============  =============     =============  =============
WEIGHTED AVERAGE SHARES OUTSTANDING                       110,337,072    109,337,072       110,337,072    109,337,072
                                                         =============  =============     =============  =============

</TABLE>
The accompanying notes are an integral part of the financial
statements.

                               -6-
<TABLE>
<CAPTION>

                                          IGENE Biotechnology, Inc. and Subsidiary
                                     Consolidated Statement of Stockholders' Deficiency
                                                         (Unaudited)


                                                                       Additional                        Other         Total
                                                 Common Stock            Paid-in      Accumulated    Comprehensive  Stockholders'
                                               (shares/amount)           Capital        Deficit        Income       Deficiency
                                         ____________________________  _____________  _____________  _____________  _____________
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
Balance at January 1, 2008                110,337,072   $  1,103,371   $ 33,276,687   $(48,739,830)  $        ---   $(14,359,772)

Gain due to currency translation                  ---            ---            ---            ---         47,976         47,976

Net loss for the six months ended
  June 30, 2008                                   ---            ---            ---     (1,825,874)           ---     (1,825,874)
                                         _____________  _____________  _____________  _____________  _____________  _____________
Balance at June 30, 2008                  110,337,072   $  1,103,371   $ 33,276,687   $(50,565,704)  $     47,976   $(16,137,670)
                                         =============  =============  =============  =============  =============  =============

</TABLE>

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

                               -7-
<TABLE>
<CAPTION>

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


                                                                                                    Six months ended
                                                                                            _______________________________
                                                                                                June 30,           June 30,
                                                                                                   2008               2007
                                                                                            _____________     _____________
<S>                                                                                         <C>               <C>
Cash flows from operating activities
  Net loss                                                                                  $ (1,825,874)     $   (893,138)
  Adjustments to reconcile net loss to net cash provided by
  (used in) operating activities:
    Amortization of debt discount                                                                703,390           703,389
  Depreciation                                                                                     8,147             9,347
  Increase in preferred stock for cumulative dividends
    classified as interest                                                                         3,566             3,563
  Amortization of customer contracts and non-compete                                             132,227               ---
  Recoupment of payment of joint venture                                                             ---          (258,628)

  Decrease in:
     Accounts receivable                                                                       1,378,919               ---
     Inventory                                                                                 3,215,689               ---
     Prepaid expenses and other current assets                                                       625            11,519

  Increase (decrease) in:
     Accounts payable and accrued expenses                                                    (3,211,107)          280,197
                                                                                            _____________     _____________
  Net cash provided by (used in) operating activities                                            405,582          (143,751)
                                                                                            _____________     _____________

Cash flows from investing activities
  Purchase of equipment                                                                         (219,180)              ---
  Recoupment of payment to joint venture                                                             ---           258,628
                                                                                            _____________     _____________

  Net cash provided by (used in) financing activities                                           (219,180)          258,628
                                                                                            _____________     _____________

Cash flows from financing activities
  Proceeds from issuance of convertible debenture                                                    ---           762,000
  Repayment of convertible debenture                                                                 ---          (705,000)
                                                                                            _____________     _____________

  Net cash provided by financing activities                                                          ---            57,000
                                                                                            _____________     _____________

Gain due to currency translation                                                                  47,976               ---

Net increase in cash and cash equivalents                                                        234,378           171,877

  Cash and cash equivalents at beginning of period                                             1,026,350            21,786
                                                                                            _____________     _____________
  Cash and cash equivalents at end of period                                                $  1,260,728      $    193,663
                                                                                            =============     =============
Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                                                      $        ---      $     57,637
Cash paid for income taxes                                                                           ---               ---

See Note (4) for non-cash investing and financing activities.


</TABLE>
The accompanying notes are an integral part of the financial
statements.

                               -8-

            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements
                           (Unaudited)

(1)  Unaudited Consolidated Financial Statements

     The   June   30,  2008  consolidated  financial   statements
     presented  herein  are  unaudited, and  in  the  opinion  of
     management,  include  all adjustments  (consisting  only  of
     normal recurring accruals) necessary for a fair presentation
     of financial position, results of operations and cash flows.
     Such  financial  statements  do  not  include  all  of   the
     information  and footnote disclosures normally  included  in
     financial  statements prepared in accordance with accounting
     principles  generally  accepted  in  the  United  States  of
     America.  This Quarterly Report on Form 10-Q should be  read
     in  conjunction  with the Annual Report on Form  10-KSB  for
     IGENE  Biotechnology,  Inc. ("Igene")  for  the  year  ended
     December  31,  2007.   The December  31,  2007  consolidated
     balance  sheet  is  derived from the audited  balance  sheet
     included therein.

(2)  Nature of Operations

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

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

     In 2000, Igene formed a wholly-owned subsidiary, 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.

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

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

     As  a result of the Joint Venture termination, Igene is  not
     currently producing astaxanthin products, and is researching
     several   alternatives  for  a  potential  new   source   of
     production.   At  the current pace, Igene  expects  to  have
     inventories  of  existing product necessary to  meet  demand
     through 2008.  Igene expects to be out of the market for  an
     uncertain  period of time until a new source  of  production
     can  be  identified, commence operations and  yield  salable
     product.
                               -9-

            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements
                           (Unaudited)
                           (continued)

(3)  Noncash Investing and Financing Activities

     During  the  six months ended June 30, 2008  and  2007,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred stock accumulating at $.16  per  share
     aggregating to $3,566 and $3,563, respectively.

(4)  Amendment to Long - Term Liabilities

     Igene   entered  into  Convertible  Promissory  Notes   (the
     "Convertible Notes") with each of the following note holders
     for  the  following  respective  amounts  (a)  NorInnova  AS
     (formerly  Forskningsparken I Tromso AS) for  $106,500;  (b)
     Knut  Gjernes  for  $7,500;  (c)  Magne  Russ  Simenson  for
     $278,000; and (d) Nord Invest AS for $313,000.  Each of  the
     Convertible Notes had a maturity date of November  1,  2004.
     On  November 18, 2005, each of the Convertible Note  holders
     provided Igene with written notice of default under each  of
     the Convertible Notes.

     On  November 29, 2006, the Convertible Note holders filed  a
     complaint against the Company in the Circuit Court of Howard
     County,  Maryland seeking payment of all outstanding amounts
     due under the Convertible Notes, the "Notes Litigation."  On
     February  23,  2007, the Company paid $762,638, representing
     the  full  amount due including interest, to the Convertible
     Note  holders  as settlement of all claims  related  to  the
     Notes   Litigation.   The  complaint  was   dismissed   with
     prejudice on March 6, 2007.

     In  an  attempt to settle the matter, the Note holders  were
     offered  the ability to extend the Convertible Notes  for  a
     period  of  ten  years  at  an interest  rate  of  5%.   The
     conversion would be changed from the original debenture rate
     of  $.10 (ten cents) per share to the current market rate of
     $.02 (two cents) per share.  They rejected the offer.

     The  funds  to settle the Notes Litigation were provided  by
     two  of Igene's directors through the issuance of debentures
     on the terms of the offering to the Convertible Note holders
     described  above.   On February 15, 2007, Igene  issued  and
     sold   $762,000  in  aggregate  principal   amount   of   5%
     convertible  debentures,  50% each  to  Thomas  Kempner  and
     Sidney  Knafel,  directors of Igene.  These  debentures  are
     convertible into shares of Igene's common stock at $.02  per
     share,  based on the market price of Igene's shares  at  the
     time  the  debentures were agreed to.  These debentures,  if
     not converted earlier, become due on February 15, 2017.

(5)  Previous Joint Venture

     On March 18, 2003, the Company entered into a Joint  Venture
     Agreement  with  Tate  &  Lyle  Fermentation  Products  Ltd.
     ("Tate").   Pursuant to  the 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,   including
     certain facility  assets  that  were  used  in  citric  acid
     production, while  the  Company  transferred  to  the  Joint
     Venture  its  technology  relating  to  the  production   of
     astaxanthin  and   assets  related   thereto.   The   assets
     transferred by the Company were used by the Joint Venture in
     the same  manner as historically used by the  Company.   The
     Company and  Tate each had a 50% ownership interest  in  the
     Joint Venture  and  equal representation  on  the  Board  of
     Directors of the Joint Venture.  The value of the  Company's
     initial investment in the Joint Venture was recorded  at  an
     amount equal to Igene's historical book value.  As the  cost
     of the  Company's technology and intellectual  property  had
     been previously expensed and had a carrying amount of  zero,
     the investment in the Joint Venture was originally  recorded
     with a  book  value  of  $316,869,  which  represented   the
     unamortized production  costs  contributed  to   the   Joint
     Venture.  The Company also contributed $6,000 to the capital
     of the Joint Venture.

     Production utilized Tate's fermentation capability  together
     with the  unique  technology developed  by  Igene.  Part  of
     Tate's existing  Selby, England, citric  acid  facility  was
     modified  to  produce  up  to  1,500  tons  per   annum   of
     astaxanthin.  Sales and cost of sales activity were recorded
     as part of the earnings of the unconsolidated venture.

                              -10-

            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements
                           (Unaudited)
                           (continued)

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

     Upon the  termination of the Joint Venture it was determined
     that  the  transaction  should  be  recorded  as  an   asset
     purchase. This  determination  was  based  upon  the  assets
     received not constituting a business in accordance with EITF
     98-3.  Based on that determination, an independent valuation
     expert was  hired to determine the fair value of the  assets
     received and  the liabilities assumed.  As  the  fair  value
     received exceeded the liabilities assumed, the fair value of
     the assets  received were reduced to equal  the  liabilities
     assumed.   Consistent with  FASB  Statement  141,  in   this
     exchange  transaction between two parties the value received
     is  considered  to  be  equal  to  what  was  assumed.   All
     contingent liabilities were recorded at their maximum amount
     along with  the value of the other consideration given.  The
     reduction in  value  to  arrive at the  other  consideration
     given was allocated pro rata to the long term assets.

     As a  result of the Joint Venture termination, Igene is  now
     researching several alternatives for a potential  new source
     of  production.  At the current pace, Igene expects  to have
     inventories  of  existing product necessary  to  meet demand
     through 2008.  Igene expects to be out of the market for  an
     uncertain  period  of time until a new source of  production
     can  be identified, commence operations  and  yield  salable
     product.

     Prior to  the separation, sales and marketing of astaxanthin
     took  place  in  the  unconsolidated  Joint  Venture.   From
     inception on  March 18, 2003 through June 30, 2007,  Igene's
     portion  of the  Joint Venture's net loss  was  $20,532,070.
     The loss  was  a  result of a 50% interest in  the  negative
     gross profit  from  inception of  $20,570,606  on  sales  of
     $34,836,739, less manufacturing cost of $55,407,345, selling
     and  general and administrative expenses of $15,521,283, and
     interest  expense  of $4,972,250.  The total  resulting loss
     was $41,064,139, of which 50% was Igene's portion.

     Because  the  Company  accounted for its  investment  in the
     Joint  Venture  under  the equity method  of  accounting, it
     would  ordinarily  recognize  a  loss  representing  its 50%
     equity  interest  in  the loss of the Joint  Venture or  the
     amount that is guaranteed by the Company, if any.   However,
     losses in  the  Joint Venture were recognized  only  to  the
     extent of  the  investment  in and  advances  to  the  Joint
     Venture.   Losses in  excess of this amount  were  suspended
     from recognition in the financial statements.

     At June 30, 2007, prior to the recognition of its portion of
     the Joint  Venture  loss, Igene's investment  in  the  Joint
     Venture consisted of $322,869 and its net  advances  to  the
     Joint  Venture  amounted  to  $910,484,  for  a   total   of
     $1,233,353.   Through  December 31,  2006,  Igene recognized
     $1,491,981 of the $15,922,400 loss, which existed as part of
     the  Joint  Venture.   In  the first  quarter  of  2007, the
     balances  of  the funds due to Igene were reduced  by  a net
     repayment  of  $58,956,  resulting  in  the  March  31, 2007
     balance  of $1,433,025.  For the three months ended June 30,
     2007,  Igene  recognized  a gain for  the  repayment of  the
     advance   for  that  period  of  $199,672.   This  repayment
     increased  the  suspended loss in addition to the $2,753,602
     loss for the quarter.  The cumulative suspended loss at June
     30, 2007  was $19,298,717 and was 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 was  zero  at
     June 30, 2007.

     The  following schedules display certain account balances of
     the  Joint  Venture as of June 30, 2007 and the period since
     initial investment at March 18, 2003 (inception):


                              -11-

<TABLE>
<CAPTION>
                              IGENE Biotechnology, Inc. and Subsidiary
                             Notes to Consolidated Financial Statements
                                           (Unaudited)
                                           (continued)

                                                                                June 30,
                                                                                   2007
                                                                           _____________
          <S>                                                              <C>
          ASSETS
          CURRENT ASSETS
             Cash                                                          $  1,211,000
             Account Receivable                                               5,697,000
             Inventory                                                       11,925,000
                                                                           _____________
                                                                             18,833,000

          OTHER ASSETS
             Property, plant and equipment, net                              19,958,000
             Intangibles                                                     24,614,000
                                                                           _____________
                TOTAL ASSETS                                               $ 63,405,000
                                                                           =============
          LIABILITIES AND EQUITY
          CURRENT LIABILITIES
             Accounts payable and accrued expenses
             (majority of which is due to one joint venturer)              $ 41,947,000
             Working capital loan                                            10,525,000
                                                                           _____________
                TOTAL LIABILITIES                                            52,472,000
             Equity                                                          10,933,000
                                                                           _____________
                TOTAL LIABILITIES AND EQUITY                               $ 63,405,000
                                                                           =============


                                                                            Period from
                                                                           March 18, 2003
                                                                      (initial investment) to
                                                                           June 30, 2007
                                                                      _______________________

          Net Sales                                                        $ 34,836,739
          Less: manufacturing cost                                          (55,407,345)
                                                                           _____________
          Gross Profit (Loss)                                               (20,570,606)
          Less: selling, general and administrative                         (15,521,283)
                                                                           _____________
          Operating Loss                                                    (36,091,889)
          Interest Expense                                                   (4,972,250)
                                                                           _____________
          Net Loss                                                         $(41,064,139)
                                                                           =============
          Igene's 50% equity interest in the net loss                      $(20,532,070)
          Igene's Investment in and Advances to the Joint Venture            (1,233,353)
                                                                           _____________
          Igene's suspended loss at June 30, 2007                          $(19,298,717)
                                                                           =============
</TABLE>

The following statement displays the significant activity for the
Joint Venture for the three and six months ended June 30, 2007.

<TABLE>
<CAPTION>
                                                                     Three Months Ended                Six Months Ended
                                                                ____________________________     ____________________________
                                                                June 30, 2007  June 30, 2006     June 30, 2007  June 30, 2006
                                                                _____________  _____________     _____________  _____________
          <S>                                                   <C>            <C>               <C>            <C>
          Net Sales                                             $  3,483,572   $  2,264,600      $  7,063,860   $  5,454,739
          Less: manufacturing cost                                (4,291,174)    (2,591,300)      (12,469,311)    (5,940,194)
          Gross Profit (Loss)                                       (807,602)      (326,700)       (5,405,451)      (485,455)
          Less: selling, general and admin                        (1,218,744)      (778,600)       (2,430,995)    (1,883,319)
          Operating Loss                                          (2,026,346)    (1,105,300)       (7,836,446)    (2,368,774)
          Interest Expense                                          (727,256)      (423,300)       (1,383,716)    (1,124,200)
          Net Loss Before tax                                     (2,753,602)    (1,528,600)       (9,220,162)    (3,492,974)
          Reversal of tax expense                                        ---      1,205,900               ---            ---
          Net Loss                                              $ (2,753,602)  $   (322,700)     $ (9,220,162)  $ (3,492,974)

          50% equity interest                                   $ (1,376,801)  $   (161,350)     $ (4,610,081)  $ (1,746,487)

          Igene's Repayments from and additional
            (Investment in and Advances to
             the Joint Venture)                                      199,672        171,639           258,628        (18,263)
          Igene's incremental suspended loss for period         $ (1,576,473)  $   (322,989)     $ (4,868,709)  $ (1,728,224)

</TABLE>
                              -12-
            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements
                           (Unaudited)
                           (continued)


(6)  Stockholders' Deficiency

     As  of  June  30,  2008,  22,268 shares  of  authorized  but
     unissued  common stock were reserved for conversion  of  the
     Company's outstanding preferred stock.

     As  of  June  30, 2008, 72,232,334 shares of authorized  but
     unissued  common  stock were reserved for  distribution  and
     exercise  pursuant  to the Company's employee  stock  option
     plans.

     As  of  June  30, 2008, 23,421,273 shares of authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding  convertible promissory notes held by  directors
     of the Company in the aggregate amount of $1,082,500.

     As  of  June  30, 2008, 66,427,651 shares of authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding  convertible promissory notes held by  directors
     of the Company.

     As  of  June  30, 2008, 38,100,000 shares of authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding convertible promissory notes issued as  part  of
     the settlement of the ProBio notes.

     As  of  June 30, 2008, 205,261,073 shares of authorized  but
     unissued  common  stock were reserved for  the  exercise  of
     outstanding warrants.

 (7) Basic and Diluted Net Loss per Common Share

     Basic  and  diluted net loss per common share for  the  six-
     month  periods ended June 30, 2008 and 2007,  are  based  on
     110,337,072  and  109,337,072,  respectively,  of   weighted
     average common shares outstanding. The same figures for  the
     three month period then ended are based upon 110,337,072 and
     109,337,072 weighted average common shares outstanding.   No
     adjustment  has  been made for any common stock  equivalents
     outstanding because their effects would be antidilutive.  As
     of  June  30,  2008  and 2007, potentially  dilutive  shares
     totaled 488,414,337 and 405,614,599, respectively.


(8)  Going Concern

     Igene has incurred net losses in each year of its existence,
     aggregating approximately $50,566,000 from inception to June
     30,  2008  and  as  of  June 30, 2008,  Igene's  liabilities
     exceeded  its  assets by approximately  $16,138,000.   These
     factors  indicate that Igene may not be able to continue  in
     existence unless it is able to raise additional capital  and
     attain profitable operations.

     As   a  result  of  the  Joint  Venture  termination,  Igene
     maintains   the  salable  inventory  but  is  not  currently
     producing  astaxanthin products, and is researching  several
     alternatives  for a potential new source of production.   At
     the  current  pace,  Igene expects to  have  inventories  of
     existing  product  necessary to meet  demand  through  2008.
     Igene  expects  to  be out of the market  for  an  uncertain
     period  of  time  until a new source of  production  can  be
     identified,  commence operations and yield salable  product.
     No adjustments to the financial statements have been made as
     a  result  of this uncertainty. In the interim,  Igene  will
     sell  the  existing  inventory  in  order  to  maintain  its
     relationship  with customers and use these  funds  to  cover
     expenses.





                              -13-

            IGENE Biotechnology, Inc. and Subsidiary
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

CAUTIONARY STATEMENTS 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 WITHIN THE BIOTECH AGRICULTURE AND
AQUACULTURE  INDUSTRIES,  ECONOMIC CONDITIONS  IN  THE  COMPANY'S
PRIMARY  MARKETS,  EXCHANGE  RATE FLUCTUATIONS,  REDUCED  PRODUCT
DEMAND,  INCREASED  COMPETITION, INABILITY  TO  PRODUCE  REQUIRED
CAPACITY, UNAVAILABILITY OF FINANCING, GOVERNMENT ACTION, WEATHER
CONDITIONS  AND OTHER UNCERTAINTIES, INCLUDING THOSE DETAILED  IN
"RISK  FACTORS"  THAT  ARE  INCLUDED  FROM  TIME-TO-TIME  IN  THE
COMPANY'S  SECURITIES  AND  EXCHANGE  COMMISSION  FILINGS.    THE
COMPANY  ASSUMES NO DUTY TO UPDATE FORWARD-LOOKING STATEMENTS  TO
REFLECT   EVENTS  OR  CIRCUMSTANCES  AFTER  THE  DATE   OF   SUCH
STATEMENTS.


     The  following discussion should be read in conjunction with
our  unaudited  consolidated  interim  financial  statements  and
related  notes thereto included in this quarterly report  and  in
our  audited  consolidated financial statements and  Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations  ("MD&A") contained in our Form 10-KSB  for  the  year
ended  December  31, 2007.  Certain statements in  the  following
MD&A  are "forward-looking" statements.  Words such as "expects",
"anticipates", "estimates" and similar expressions  are  intended
to  identify  "forward-looking" statements.  Such statements  are
subject  to  risks  and  uncertainties that  could  cause  actual
results to differ materially from those projected.


Results of Operations
_____________________

Sales and other revenue

     As  part  of  the  Joint  Venture Agreement,  all  sales  of
AstaXin(R) prior to October 31, 2007 were recognized through  the
Joint Venture.  Therefore, Igene recorded no sales during 2006 or
in  2007  prior to October 31, 2007.  For the quarter ended  June
30,  2008, Igene recorded sales in the amount of $1,656,167.  For
the  six months ended June 30, 2008, Igene recorded sales in  the
amount   of  $4,527,669.  As  a  result  of  the  Joint   Venture
termination,   Igene  is  not  currently  producing   astaxanthin
products, and is researching several alternatives for a potential
new  source  of  production.  Sales  have  been  limited  due  to
insufficient production quantity and are expected to  decline  to
zero  sometime  during  the fourth quarter  of  2008  and  remain
negligible  until  a source of production can be  identified  and
production begins.  Igene expects to be out of the market for  an
uncertain period of time until a new source of production can  be
identified, commence operations and yield salable product.  Igene
is   currently  researching  various  alternatives   for   future
production  but has not yet engaged any new source of production.
Management   believes  that  this  decision  is  of   fundamental
importance   to  Igene  and  continues  to  seek  an  appropriate
production partner.







                              -14-

            IGENE Biotechnology, Inc. and Subsidiary
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (Continued)


Cost of sales and gross profit

     As  with  sales revenue, beginning July 2003 through October
31,  2007, cost of sales and gross profit were recognized through
the Joint Venture.  Therefore, Igene recorded no cost of sales or
gross  profit during 2006 or in 2007 prior to October  31,  2007.
For the quarter ended June 30, 2008, Igene recorded cost of sales
in  the amount of $1,230,096.  For the six months ended June  30,
2008  Igene  recorded cost of sales in the amount of  $3,597,506.
This  resulted in a gross profit for the quarter ended  June  30,
2008 of $426,071 or 26%.  For the six months ended June 30, 2008,
this resulted in a gross profit of $930,163 or 21%.  The increase
in gross profit is due mainly to the discount on the product that
was  purchased at the conclusion of the Joint Venture.  With  the
termination  of the Joint Venture, there can be no  assurance  of
the  continued dependability of production.  As a result,  future
cost  of  sales is expected to increase through the remainder  of
2008,  whereupon  sales, and cost of sales, are  expected  to  be
negligible  until  a source of production can be  identified  and
production   begins.   Commencement  of  production   cannot   be
predicted.   Igene is currently researching various  alternatives
for  future  production.    No assurances can  be  provided  with
regard to a new source of production.

Marketing and selling expenses

     For  the  quarters  ended  June 30,  2008  and  2007,  Igene
recorded  marketing and selling expense in the amount of $163,697
and  $37,433, respectively, an increase of $126,264 or 337%.  For
the  six  months  ended  June 30, 2008 and 2007,  Igene  recorded
marketing  and  selling  expense in the amount  of  $461,995  and
$39,325,  respectively,  an  increase  of  $422,670.   With   the
termination   of   the   Joint  Venture,  Igene   has   reassumed
responsibility  for the marketing and selling function  that  was
being  done by the Joint Venture.  It is expected that this level
of  marketing and selling expense will be constant as  Igene  has
reassumed the activities of the Chilean subsidiary and  looks  to
maintain its customer base through the period in which it engages
a  new  source of production. However, no assurances can be  made
with  regard to a new source of production or maintenance of  the
customer base.  Prior to October 2007, all marketing and  selling
expenses incurred by Igene as part of the Joint Venture had  been
reimbursed  by  the  Joint Venture.  Since  October  2007,  these
expenses have been funded by cash flows from operations,  to  the
extent  available for such purposes.  However, we do  not  expect
cash  flows from operations to continue beyond the fourth quarter
of 2008 unless and until a source of production is identified and
production begins.


Research, development and pilot plant expenses

     For  the  quarters  ended  June 30,  2008  and  2007,  Igene
recorded research and development costs in the amount of $439,434
and  $245,172, respectively, an increase of $194,262 or 79%.  For
the  six  months  ended  June 30, 2008 and 2007,  Igene  recorded
research  and  development costs in the amount  of  $789,538  and
$497,286, respectively, an increase of $292,252 or 59%.  Research
and  development costs have increased as Igene works  to  develop
new uses for its product.  It is expected these costs will remain
at   current  increased  levels  in  support  of  increasing  the
efficiency  of  the manufacturing process through experimentation
in  the Company's pilot plant, developing higher yielding strains
of  yeast and  other  improvements  in  the  Company's AstaXin(R)
technology.   Prior to October 2007, all research and development
expenses  incurred  by Igene as part of the  Joint  Venture  were
reimbursed  by  the  Joint  Venture.  Since  October  2007  these
expenses have been funded by cash flows from operations,  to  the
extent  available for such purposes.  However, we do  not  expect
cash  flows from operations to continue beyond the fourth quarter
of 2008 unless and until a source of production is identified and
production begins.



                              -15-

            IGENE Biotechnology, Inc. and Subsidiary
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (Continued)


General and administrative expenses

     General  and  administrative expenses for the quarter  ended
June  30, 2008 and 2007 were $227,685 and $275,149, respectively,
a  decrease  of  $47,464  or  17%.   General  and  administrative
expenses  for  the six months ended June 30, 2008 and  2007  were
$404,795 and $478,062 respectively, a decrease of $73,267 or 15%.
These  costs  are expected to remain constant.   Igene  works  to
reduce overhead costs and spend funds on research and development
efforts.   Prior  to October 2007, all general and administrative
expenses  incurred related to research and sales  of  product  by
Igene  as  part of the Joint Venture had been reimbursed  by  the
Joint  Venture.   Since  October 2007 these  expenses  have  been
funded by cash flows from operations, to the extent available for
such  purposes.   However,  we  do not  expect  cash  flows  from
operations  to continue beyond the fourth quarter of 2008  unless
and  until  a  source of production is identified and  production
begins.

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), and  most  of  the
general and administrative expenses, were considered costs of the
Joint Venture and therefore were reimbursed by the Joint Venture.
For  the six months ended June 30, 2007, costs reimbursed by  the
Joint  Venture  totaled $960,486.  The costs covered  $39,325  of
marketing  costs, $497,286 of research and development costs  and
$423,875 of general and administrative costs.

Interest expense

     Interest  expense for the quarters ended June 30,  2008  and
2007  was  $550,897 and $574,244, respectively,  an  decrease  of
$23,347 or 4%.  This includes amortization of discount on Igene's
notes and debentures of $351,695 for the quarters ended June  30,
2008  and 2007.  For the six months ended June 30, 2008 and 2007,
interest  expense was $1,101,749 and $1,105,116, respectively,  a
decrease  of  $3,367 or less than 1%.  This includes amortization
of  discount on Igene's notes and debentures of $703,390 for  the
six  months  ended June 30, 2008 and $703,389 for the six  months
ended  June  30, 2007.  The interest expense was almost  entirely
composed  of  interest on the Company's long term financing  from
its  directors  and  other  stockholders,  and  interest  on  the
Company's subordinated debentures in both periods.

Equity in earnings of unconsolidated Joint Venture

     Prior  to  the  October 31, 2007 termination  of  the  Joint
Venture, the production, sales and marketing of astaxanthin  took
place  in  the  unconsolidated Joint Venture.  From inception  on
March  18,  2003  through June 30, 2007, Igene's portion  of  the
Joint  Venture's net loss was $20,532,070.  The loss was a result
of  a 50% interest in the negative gross profit from inception of
$20,570,606 on sales of $34,836,739, less manufacturing  cost  of
$55,407,345, selling and general and administrative  expenses  of
$15,521,283,  and  interest expense  of  $4,972,250.   The  total
resulting loss was $41,064,139, of which 50% was Igene's portion.

     Because  the  Company  accounted  for  its investment in the
Joint Venture under the equity method  of  accounting,  it  would
ordinarily recognize a loss representing its 50% equity  interest
in the loss of the Joint Venture or the amount that is guaranteed
by  the  Company, if any.  However, losses in the  Joint  Venture
were  recognized  only  to the extent of the  investment  in  and
advances  to the Joint Venture.  Losses in excess of this  amount
were suspended from recognition in the financial statements.




                              -16-

            IGENE Biotechnology, Inc. and Subsidiary
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (Continued)


     At June 30, 2007, prior to the recognition of its portion of
the  Joint Venture loss, Igene's investment in the Joint  Venture
consisted  of $322,869 and its net advances to the Joint  Venture
amounted  to  $910,484,  for  a  total  of  $1,233,353.   Through
December 31, 2006, Igene recognized $1,491,981 of the $15,922,400
loss  which existed as part of the Joint Venture.  In  the  first
quarter  of  2007, the balances of the funds due  to  Igene  were
reduced by a net repayment of $58,956, resulting in the March 31,
2007 balance of $1,433,025.  For the three months ended June  30,
2007,  Igene  recognized a gain for the repayment of the  advance
for  that  period  of  $199,672.  This  repayment  increased  the
suspended  loss  in  addition  to the  $2,753,602  loss  for  the
quarter.   The  cumulative suspended loss at June  30,  2007  was
$19,298,717 and it was carried forward to offset Igene's share of
earnings  from  the Joint Venture, if any.  The  balance  in  the
Advances  to  and  Investment in Joint  Venture  account  on  the
Company's financial statements was zero at June 30, 2007.

Net loss and basic and diluted net loss per common share

     As   a  result  of   the  foregoing,  the  Company  reported
comprehensive  losses  of $1,127,522 and $415,729,  respectively,
for the quarters ended June 30, 2008 and 2007, an increase in the
loss  of  $711,793 or 171%.  This represents a loss of $0.01  and
$0.00  per basic and diluted common share in each of the quarters
ended June 30, 2008 and 2007, respectively.  The Company reported
comprehensive  losses  of $1,777,898 and $893,138,  respectively,
for  the six months ended June 30, 2008 and 2007, an increase  in
the loss of $884,760 or 99%.  This represents a loss of $0.02 and
$0.01  per  basic  and diluted common share in each  of  the  six
months  ended June 30, 2008 and 2007, respectively.  The weighted
average   number  of  shares  of  common  stock  outstanding   of
110,337,072 and 109,337,072 for the quarters and six months ended
June  30, 2008 and 2007, respectively, has increased by 1,000,000
shares.  The  increase in outstanding shares  resulted  from  the
issuance  of  1,000,000 shares of common stock to  the  Company's
Director of Manufacturing in October of 2007.

Financial Position

     During  the  six  months ended June 30, 2008  and  2007,  in
addition  to  the  matters  previously discussed,  the  following
actions   also   materially  affected  the  Company's   financial
position:

     o  Decreases  in accounts receivables, inventory and prepaid
        expense  for  the  six  months  ended  June  30,  2008 of
        $4,595,233 were a source of cash, offset by funds used to
        decrease   accounts  payable  and  accrued  expenses   by
        $3,211,107; and

     o  The  carrying  value  of redeemable preferred  stock  was
        increased  and interest expense recorded in the amount of
        $3,566 in 2008, reflecting cumulative unpaid dividends on
        redeemable preferred stock.


     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  June  30, 2008, total dividends  in  arrears  on
Igene's preferred stock total $140,734 ($12.64 per share) and are
included in the carrying value of the redeemable preferred stock.


                              -17-

            IGENE Biotechnology, Inc. and Subsidiary
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (Continued)


Liquidity and Capital Resources
_______________________________

     Historically, Igene  has  been funded  primarily  by  equity
contributions and loans from stockholders. As of June  30,  2008,
Igene  had  working  capital of $3,185,742,  and  cash  and  cash
equivalents of $1,260,728.

     Cash provided  by operating activities during the  six-month
period  ended June 30, 2008 equaled $405,582 as compared to  cash
used by operating activities of $143,751 for the six-month period
ended June 30, 2007.

     Cash used  by  investing  activities  during  the  six-month
period  ended June 30, 2008 equaled $219,180 resulting  from  the
purchase  of equipment, as compared to cash provided by investing
activities of $258,628, which was a recoupment of payment to  the
Joint Venture for the six-month period ended June 30, 2007.

     No cash was used or provided by financing activities  during
the  first  six  months  of  2008.  Cash  provided  by  financing
activities was $57,000 during the six-months ended June 30, 2007,
and was used in connection with the settlement of the convertible
debentures and payment of interest on those notes.

     Over  the  next twelve months, Igene believes it  will  need
additional working capital.  Part of this funding is expected  to
be received from sales of AstaXin(R), resulting in increased cash
through  the  fourth  quarter  of  2008.   Thereafter  sales  are
expected to decline to zero and remain negligible until a  source
of production is identified and production begins.  There will be
additional delay between the commencement of production  and  the
receipt of proceeds from any sale of such product.  There can  be
no  assurance  that  projected cash  from  sales,  or  additional
funding,  will  be  sufficient for Igene to  fund  its  continued
operations.

     The  Company   does  not  believe  that  inflation   had   a
significant impact on its operations during the six-month periods
ended June 30, 2008 and 2007.

Off-Balance Sheet Arrangements
______________________________

     There have been no material changes in the risks related  to
off-balance sheet arrangements since the Company's disclosure  in
its Annual Report on Form 10-KSB for the year ended  December 31,
2007.


Item 3.   Quantitative  and  Qualitative Disclosures About Market
          Risk

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

                              -18-

            IGENE Biotechnology, Inc. and Subsidiary
                     Controls and Procedures



Item 4.   Controls and Procedures

We  carried out an evaluation, under the supervision and with the
participation   of  our  management,  including   our   principal
executive  officer  and  principal  financial  officer,  of   the
effectiveness  of  our  disclosure controls  and  procedures  (as
defined  in  Rules  13a-15(e) and 15d-15(e) of the  Exchange  Act
(defined  below)).   Based  upon that evaluation,  our  principal
executive officer and principal financial officer concluded that,
as  of  the  end  of  the  period covered  in  this  report,  our
disclosure controls and procedures were effective to ensure  that
information required to be disclosed in reports filed  under  the
Securities Exchange Act of 1934, as amended (the "Exchange  Act")
is  recorded,  processed,  summarized  and  reported  within  the
required time periods and is accumulated and communicated to  our
management,   including  our  principal  executive  officer   and
principal  financial  officer, as  appropriate  to  allow  timely
decisions regarding required disclosure.

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

(b)  Changes in internal control - There were no changes  in  our
internal control over financial reporting during our most  recent
fiscal  quarter  that  materially affected,  or  were  reasonably
likely  to materially affect, our internal control over financial
reporting.


                              -19-

            IGENE Biotechnology, Inc. and Subsidiary
                             PART II
                        OTHER INFORMATION

Item 1.   Legal Proceedings

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

Item 1A.  Risk Factors

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

Item 2.   Unregistered  Sales  of  Equity  Securities  and Use of
          Proceeds

None.

Item 3.   Defaults Upon Senior Securities

     In  December 1988, as part of an overall effort  to  contain
costs and conserve working capital, the Company 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 August 4, 2008, total dividends in arrears on  the
Company's  Series  A Convertible Preferred Stock  total  $140,734
($12.64 per share) and are included in the carrying value of  the
redeemable preferred stock.

Item 4.   Submission of Matters to a Vote of Security Holders

None.

Item 5.   Other Information

None.

Item 6.   Exhibits





                              -20-

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

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

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

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

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

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

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

*Filed herewith.



                              -21-

                           SIGNATURES


Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.



                            IGENE BIOTECHNOLOGY, INC.
                            _____________________________________
                            (Registrant)




Date  August 7, 2008        By  /S/  STEPHEN F. HIU
      ______________            _________________________________
                                     STEPHEN F. HIU
                                     President
                                    (principal executive officer)




Date  August 7, 2008        By  /S/  EDWARD J. WEISBERGER
      ______________            _________________________________
                                     EDWARD J. WEISBERGER
                                     Chief Financial Officer
                                    (principal financial officer)




                              -22-


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

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

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

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

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

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

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


*Filed herewith.



                               -23-