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, 2009

[ ]     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 1,560,404,297 shares of common stock, par value $0.01,
_________________________________________________________________
issued and outstanding as of August 3, 2009.
____________________________________________

<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).........     9-13

   Management's Discussion and Analysis of Financial
   Conditions and Results of Operations ..........................     14-18

   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>

<TABLE>
<CAPTION>
Item 1.   Financial Statements

                          IGENE Biotechnology, Inc.  and Subsidiary
                                 Consolidated Balance Sheets


<S>                                                          <C>              <C>
                                                                  June 30,     December 31,
                                                                     2009             2008
                                                             _____________    _____________
                                                              (Unaudited)

ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                  $  1,526,272     $  1,488,011
  Accounts receivable                                           1,226,969        1,045,767
  Inventory                                                        39,628        2,398,520
  Due from NaturXan                                             1,093,626              ---
  Prepaid expenses and other current assets                        44,421           23,702
                                                             _____________    _____________
     TOTAL CURRENT ASSETS                                       3,930,916        4,956,000

  Property and equipment (net of accumulated
     depreciation of $444,569 and $360,917, respectively)         944,050          831,838
  5 year non-compete (net of accumulated amortization of
     $46,193 and $30,796, respectively)                           107,784          123,181
  Intellectual property                                           149,670          149,670
  Other assets                                                      5,125            5,125
                                                             _____________    _____________

     TOTAL ASSETS                                            $  5,137,545     $  6,065,814
                                                             =============    =============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                      $  1,148,280     $  2,849,455
  Guarantee in debt of NaturXan                                   558,086              ---
                                                             _____________    _____________

     TOTAL CURRENT LIABILITIES                                  1,706,366        2,849,455

LONG-TERM DEBT
  Notes payable (net of unamortized discount of $10,276)          353,598          353,598
  Contingent liability on joint venture separation              5,000,000        5,000,000
  Accrued interest                                                321,603          307,247

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock,
  8% cumulative, convertible, voting, series A,
  $0.01 par value per share. Stated value $21.28
  and $20.96, respectively.  Authorized 1,312,500 shares;
  issued and outstanding 11,134 shares.                           236,923          233,377
                                                             _____________    _____________

     TOTAL LIABILITIES                                          7,618,490        8,743,677
                                                             _____________    _____________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock --- $0.01 par value per share.  Authorized
    3,000,000,000 shares; issued and outstanding
    1,518,503,841 shares.                                      15,185,038       15,185,038
  Additional paid-in capital                                   34,885,649       34,885,649
  Accumulated deficit                                         (52,599,935)     (52,730,767)
  Other comprehensive income                                       48,303          (17,783)
                                                             _____________    _____________

     TOTAL STOCKHOLDERS' DEFICIENCY                            (2,480,945)      (2,677,863)
                                                             _____________    _____________

     TOTAL LIABILITIES AND  STOCKHOLDERS'
     DEFICIENCY                                              $  5,137,545     $  6,065,814
                                                             =============    =============

</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,
                                                                     2009           2008           2009           2008
                                                              _____________  _____________  _____________  _____________
<S>                                                           <C>            <C>            <C>            <C>
REVENUE
_______
  Sales                                                       $  1,595,525   $  1,656,167   $  2,837,310   $  4,527,669
  Cost of sales                                                  1,571,727      1,230,096      2,516,912      3,597,506
                                                              _____________  _____________  _____________  _____________

GROSS PROFIT                                                        23,798        426,071        320,398        930,163

LOSS OF JOINT VENTURE                                             (323,876)           ---       (558,086)           ---
                                                              _____________  _____________  _____________  _____________

OPERATING EXPENSES
__________________
  Marketing and selling                                             80,274        163,697        186,384        461,995
  Research and development                                         417,340        439,434        878,515        789,538
  General and administrative                                       249,503        227,685        482,159        404,795
  Operating expenses reimbursed by Joint Venture                  (453,418)           ---       (906,837)           ---
                                                              _____________  _____________  _____________  _____________

     TOTAL OPERATING EXPENSES                                      293,699        830,816        640,221      1,656,328
                                                              _____________  _____________  _____________  _____________

     OPERATING LOSS                                               (593,777)      (404,745)      (877,909)      (726,165)
                                                              _____________  _____________  _____________  _____________

OTHER INCOME                                                           901            ---      1,026,642          2,040

INTEREST EXPENSE (including amortization of debt discount
   of $351,695 and $703,390, respectively, for the three and
   six months ended June 30, 2008)                                  (9,030)      (550,897)       (17,901)    (1,101,749)

NET INCOME (LOSS)                                             $   (601,906)  $   (955,642)  $    130,832   $ (1,825,874)
                                                              _____________  _____________  _____________  _____________

OTHER COMPREHENSIVE INCOME (LOSS)

  Foreign exchange translation                                      54,084       (171,880)        66,086         47,976

     TOTAL COMPREHENSIVE INCOME (LOSS)                        $   (547,822)  $ (1,127,522)  $    196,918   $ (1,777,898)
                                                              =============  =============  =============  =============

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE          $      (0.00)  $      (0.01)  $       0.00   $      (0.02)
                                                              =============  =============  =============  =============

WEIGHTED AVERAGE SHARES OUTSTANDING                           1,518,503,841   110,337,072   1,518,503,841   110,337,072
                                                              =============  =============  =============  =============

</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, 2009                1,518,503,841  $15,185,038  $ 34,885,649   $(52,730,767)  $    (17,783)  $ (2,677,863)

Gain due to currency translation                    ---          ---           ---            ---         66,086         66,086

Net income for the six months ended
  June 30, 2009                                     ---          ---           ---        130,832            ---        130,832
                                          _____________ ____________  _____________  _____________  _____________  _____________

Balance at June 30, 2009                  1,518,503,841  $15,185,038  $ 34,885,649   $(52,599,935)  $     48,303   $ (2,480,945)
                                          =============  ===========  =============  =============  =============  =============

</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,
                                                                                       2009           2008
                                                                               _____________  _____________
<S>                                                                            <C>            <C>
Cash flows from operating activities
  Net income (loss)                                                            $    130,832   $ (1,825,874)
  Adjustments to reconcile net income (loss) to net cash provided by
  (used in) operating activities:
     Amortization of debt discount                                                      ---        703,390
     Depreciation                                                                    83,651          8,147
     Increase in preferred stock for cumulative dividends
       classified as interest                                                         3,546          3,566
     Amortization of customer contracts and non-compete                              15,397        132,227
     Loss of joint venture                                                          558,086            ---
     Gain on forgiveness of debt                                                 (1,025,741)           ---

     Decrease (increase) in:
       Accounts receivable                                                         (181,201)     1,378,919
       Inventory                                                                  2,358,892      3,215,689
       Prepaid expenses and other current assets                                    (20,719)           625

     Increase in:
       Accounts payable and accrued expenses                                       (661,078)    (3,211,107)
                                                                               _____________  _____________

  Net cash provided by operating activities                                       1,261,665        405,582
                                                                               _____________  _____________

Cash flows from investing activities
  Purchase of equipment                                                            (195,863)      (219,180)
  Advances to joint venture                                                      (1,093,627)           ---
                                                                               _____________  _____________

  Net cash used in investing activities                                          (1,289,490)      (219,180)
                                                                               _____________  _____________

Cash flows from financing activities
  Net cash provided by financing activities                                             ---            ---
                                                                               _____________  _____________

Gain due to currency translation                                                     66,086         47,976

Net increase in cash and cash equivalents                                            38,261        234,378

  Cash and cash equivalents at beginning of period                                1,488,011      1,026,350
                                                                               _____________  _____________

  Cash and cash equivalents at end of period                                   $  1,526,272   $  1,260,728
                                                                               =============  =============
Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                                         $        ---   $        ---
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,  2009  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-K for IGENE
     Biotechnology, Inc. ("Igene" or the "Company") for the  year
     ended December 31, 2008.  The December 31, 2008 consolidated
     balance  sheet  is  derived from the audited  balance  sheet
     included therein.

(2)  Nature of Operations

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

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

                               -9-

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

(3)  Non-Cash Investing and Financing Activities

     During  the  six months ended June 30, 2009  and  2008,  the
     Company recorded in each quarter dividends in arrears on its
     8%  Redeemable  Preferred Stock accumulating  at  $0.16  per
     share aggregating to $3,546 and $3,566, respectively.

     During November  of  2008, Igene commenced  the  process  of
     offering to  exchange its Common Stock to holders  of  Igene
     notes, debentures and warrants.  The exchanges that occurred
     resulted in recording of additional paid in capital  on  the
     termination of  the debt in the amount of  $8,649,796.   The
     details are as follows:

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

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

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

     On  November  28,  2008,  Igene  commenced  an  offering  to
     exchange shares  of  its  common stock  to  holders  of  its
     privately held debt and associated warrants.  On December 3,
     2008, Igene completed an offering to issue 145,600 shares of
     our Common Stock, par value $0.01 per share, in exchange for
     each $1,000 principal amount of the 8% Notes outstanding and
     accrued interest thereon.  As of that date, $4,759,767 of 8%
     notes  principal  were outstanding, with  $4,064,450 accrued
     interest  thereon.   Of  these  notes,  $4,436,515  of notes
     principal  with  $3,788,419 of interest  were  exchanged for
     645,956,606  shares  of Igene common  stock  at  a  price of
     $0.005  per  share.  As a result, additional pain in capital
     was recorded for the gain of $4,995,151 on the retirement.

     Much of  the aforementioned indebtedness was held by current
     and past directors and consisted of the following:

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

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

                              -10-

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

    On   July  17,  2002,  Igene  issued  and  sold  $300,000  in
    aggregate principal amount of 8% convertible debentures,  50%
    each  to  two  directors  of Igene.   These  debentures  were
    convertible into shares of Igene's common stock at $0.03  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 $0.03 per share.

    On  February  22, 2002, Igene issued and sold  $1,000,000  in
    aggregate principal amount of 8% convertible debentures,  50%
    each  to  two  directors  of Igene.   These  debentures  were
    convertible into shares of Igene's common stock at $0.04  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 $0.04 per share.

    In  March  2001, Igene  issued  $1,014,211  of 8%,   10-year,
    convertible  debentures  to certain  directors  of  Igene  in
    exchange  for  the cancellation of $800,000 of  demand  notes
    payable  (including accrued interest of $14,212) and $200,000
    in  cash.  $600,000 of these demand notes were issued  during
    2000   and   $200,000   were  issued   subsequently.    These
    debentures  were  convertible  into  10,142,110   shares   of
    Igene's  common  stock at $0.08 per share.   These  directors
    also  received 10,142,110 warrants to purchase  common  stock
    at $0.08 per share.

    In  March  2001,  certain  directors  of Igene also committed
    to  provide  additional funding in the form of  8%,  10-year,
    convertible  debentures  in the  amount  of  $1,500,000.   In
    consideration  of  this  commitment,  these  directors   also
    received  18,750,000  warrants to purchase  common  stock  at
    $0.08  per  share.   These debentures  are  convertible  into
    18,750,000  shares  of  Igene's common  stock  at  $0.08  per
    share.

<TABLE>
<CAPTION>

     Convertible debentures were summarized as follows:

                                                                             Accrued
                                                            Principal        Interest
                                                           ____________   _____________
     <S>                                                   <C>            <C>

     8%, 10-year, convertible debenture issued 7/17/02     $   300,000    $    152,745
     8%, 10-year, convertible debenture issued 2/22/02       1,000,000         538,301
     8%, 10-year, convertible debenture issued 3/1/01        1,014,212         567,262
     8%, 10-year, convertible debenture issued 3/27/01       1,500,000         945,798
     5%, 10-year, convertible debenture issued 2/15/07         762,000          67,641
                                                           ____________   _____________
                                                           $ 4,576,212    $  2,271,747

</TABLE>

    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 into 13,174,478
    shares  of common stock.  As a result of the extensions  they
    are  now convertible into 23,421,273 shares of common  stock.
    At  the time of the exchange the debt had accrued interest in
    the  amount  of $832,485.  Of the amount outstanding  holders
    of  $1,041,878  of  debt with $801,269  of  accrued  interest
    agreed  to exchange their holdings for 147,451,719 shares  of
    Igene  common  stock.   As  part  of  this  debt  Igene   had
    60,541,666  warrants  outstanding to  purchase  Igene  common
    stock.    60,301,666  of  these  warrants  were  additionally
    settled  in  exchange for 19,808,610 shares of  Igene  common
    stock.

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



                              -11-


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

(4)  Stockholders' Deficiency

     As  of  June  30,  2009,  22,268 shares  of  authorized  but
     unissued   common  stock  were  reserved  for   issue   upon
     conversion of the Company's outstanding preferred stock.

     As  of  June  30, 2009, 40,605,000 shares of authorized  but
     unissued common stock were reserved for exercise pursuant to
     the Company's Employee Stock Option Plans.

     As  of  June  30, 2009, 11,656,428 shares of authorized  but
     unissued  common  stock were reserved for  the  exercise  of
     outstanding warrants.

(5)  Basic and Diluted Net Loss per Common Share

     Basic  and diluted net loss per common share for the  three-
     month  and  six-month periods ended June 30, 2009 and  2008,
     are based on 1,518,503,841 and 110,337,072, respectively, of
     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,
     2009   and   2008,   potentially  dilutive  shares   totaled
     1,570,787,537 and 488,414,337, respectively.

(6)  Going Concern

     Igene has incurred net losses in each year of its existence,
     aggregating approximately $52,600,000 from inception to June
     30,  2009  and  as  of  June 30, 2009,  Igene's  liabilities
     exceeded  its  assets  by approximately  $2,481,000.   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  discussed, as of October 31, 2007, Igene had  terminated
     its  relationship  with Tate & Lyle.  Igene  maintained  the
     saleable   inventory   after   the   termination   of    the
     relationship.   Igene is selling the existing  inventory  in
     order  to maintain its relationship with customers  and  use
     these  funds  to  cover expenses.  We  anticipate  that  our
     current  inventory will run out during the third quarter  of
     2009.

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

(7)  NaturXan LLC

     ADM  has  provided a working line of credit to  the  ADM  JV
     bearing interest at the rate of 4% in excess of the one year
     LIBOR.   As part of the ADM JV agreement both Igene and  ADM
     agreed to provide a Guarantee for 50% of the indebtedness of
     the  new  venture  NaturXan, LLC,  up  to  $1,612,500.   The
     $1,093,626  due  from NaturXan is for services  provided  by
     Igene to the ADM JV.  These fees are payable within 30  days
     of  the receipt of the invoice.  Unpaid invoices will accrue
     interest at the six month LIBOR.

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


                              -12-



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


(8)  Forgiveness of Debt

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

(9)  Subsequent Event

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


                              -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 STATEMENTS, 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.


Critical Accounting Policies
____________________________

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

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

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

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

     Igene  will  recognize  the loss of the  ADM  Joint  Venture
beyond  the investment and advances to the ADM Joint Venture,  to
the point Igene maintains guarantees in the debt of the ADM Joint
Venture.

                              -14-

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

Results of Operations
_____________________

Sales and other revenue

     For  the  quarters  ended  June 30,  2009  and  2008,  Igene
recorded  sales  in  the  amounts of $1,595,525  and  $1,656,167,
respectively, an increase of $60,642 or 3%.  For the  six  months
ended June 30, 2009 and 2008, Igene recorded sales in the amounts
of   $2,837,310  and  $4,527,669,  respectively,  a  decrease  of
$1,690,359 or 37%.  Sales had been limited in past years  due  to
insufficient  production quantity and have been  limited  in  the
current  period as a source of production is being developed  and
production  begins in the new ADM JV.  Management  believes  that
the ADM JV will provide saleable product that will allow Igene to
be  competitive in the market place and allow for increased sales
in  the  future,  though no assurances can be  provided  in  this
matter.

Cost of sales and gross profit

     For  the  quarters  ended  June 30,  2009  and  2008,  Igene
recorded  cost  of  sales  in  the  amounts  of  $1,571,727   and
$1,230,096, respectively, an increase of $341,631 or  27%.   This
resulted  in  a  gross profit of $23,798, or 1% for  the  quarter
ended June 30, 2009 and gross profit of $426,071, or 25% for  the
quarter  ended June 30, 2008.  For the six months ended June  30,
2009  and  2008, Igene recorded cost of sales in the  amounts  of
$2,516,912 and $3,597,506, respectively, a decrease of $1,080,594
or  30%.  This resulted in a gross profit of $320,398, or 11% for
the  six months ended June 30, 2009 and gross profit of $930,163,
or  20% for the six months ended June 30, 2008.  The gross profit
is  due mainly to the discount in which the product was purchased
at the conclusion of the joint venture with Tate & Lyle.  As with
sales,  with  the termination of the joint venture  with  Tate  &
Lyle, there can be no assurance of the continued dependability of
production.   Management believes that the ADM  JV  will  provide
saleable product that will allow Igene to be competitive  in  the
market  place and allow for increased sales in the future, though
no  assurances  can  be provided in this matter.   As  a  result,
future  cost of sales is expected to increase as a new source  of
production is developed.

Loss from Joint Venture

     For  the quarter ended June 30, 2009, Igene recorded a  loss
from  the ADM JV of $323,876.  For the six months ended June  30,
2009,  Igene  recorded a loss from the ADM JV  of  $558,086.   On
January   8,   2009,  Igene  entered  into  an   agreement   with
Archer-Daniels-Midland  Company ("ADM")  pursuant  to  which  the
Company  and  ADM  formed  a  joint venture  (the  "ADM  JV")  to
manufacture   and   sell  astaxanthin  and  derivative   products
throughout  the world.  Each of the Company and  ADM  has  a  50%
ownership interest in the ADM JV and has equal representation  on
the Board of Managers of the ADM JV.

     On  October 31, 2007, Igene terminated its relationship with
Tate  &  Lyle.  Igene maintains the saleable inventory after  the
termination  of the relationship.  Igene is selling the  existing
inventory  in  order to maintain its relationship with  customers
and  use  these funds to cover expenses.  We anticipate that  our
current inventory will run out during the third quarter of  2009.
Currently, the activities of the new ADM JV are costs related  to
the  development  of  the  plant  and  the  preparation  for  the
production  of  new product.  For the six months ended  June  30,
2009,  these  expenses  resulted in a  net  loss  of  $1,116,172.
Igene's 50% interest resulted in the $558,086 loss recorded.  The
ADM  JV has begun to make product during the second quarter,  but
has  not yet started to sell product.  It is expected sales  will
commence  during  the third quarter of 2009. Management  believes
that  this  new  ADM JV will provide saleable product  that  will
allow  Igene to be competitive in the market place and allow  for
increased  sales  in  the future, though  no  assurances  can  be
provided in this matter.

                              -15-

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


Marketing and selling expenses

     For  the  quarters  ended  June 30,  2009  and  2008,  Igene
recorded  marketing and selling expense in the amount of  $80,274
and  $163,697, respectively, a decrease of $83,423 or  50%.   For
the  six  months  ended  June 30, 2009 and 2008,  Igene  recorded
marketing  and  selling  expense in the amount  of  $186,384  and
$461,995, respectively, a decrease of $275,611 or 59%.  With  the
creation  of  the  ADM JV, responsibility for the  marketing  and
selling  function is being assumed by the Joint Venture.   It  is
expected  that marketing and selling will fluctuate as activities
continue  to  maintain its customer base through  the  period  in
which  it  develops  the new source of production.   However,  no
assurances  can be made with regard to a new source of production
or  the  maintenance  of the customer base.  These  expenses  are
expected  to  be  funded by cash flows from  operations,  to  the
extent available for such purposes.

Research, development and pilot plant expenses

     For  the  quarters  ended  June 30,  2009  and  2008,  Igene
recorded research and development costs in the amount of $417,340
and   $439,434,   respectively,  a   decrease   of   $22,094   or
approximately  5%.  For the six months ended June  30,  2009  and
2008, Igene recorded research and development costs in the amount
of $878,515 and $789,538, respectively, an increase of $88,977 or
11%.   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  as it prepares to begin production in the
new   facility.    Prior  to  October  2007,  all  research   and
development  expenses  incurred  by  Igene  as part of the  Joint
Venture  were  reimbursed  by the Joint Venture.  Currently these
expenses are expected  to  be  funded by the new ADM JV and  cash
flows from operations, to the extent available for such purposes.
During  the  six  months  ended  June  30,  2009, $876,837 of the
research and development cost was reimbursed by the ADM JV.

General and administrative expenses

     General  and  administrative expenses for the quarter  ended
June  30, 2009 and 2008 were $249,503 and $227,685, respectively,
an  increase  of  $21,818  or  9%.   General  and  administrative
expenses  for  the six months ended June 30, 2009 and  2008  were
$482,159  and  $404,795 respectively, an increase of  $77,364  or
19%.   These  costs  are expected to remain  at  current  levels.
Igene  works to reduce overhead costs and spend funds on research
and  development  efforts.   A small  portion  of  this  cost  is
expected  to be covered by the ADM JV, but the majority of  these
expenses will need to be funded by cash flows from operations, to
the  extent  available for such purposes.  $30,000  of  the  2009
general and administrative cost was reimbursed by the ADM JV.

Expenses reimbursement by ADM Joint Venture

     As  part  of  the ADM Joint Venture Agreement, a portion  of
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  will  be reimbursed by the ADM JV.  For the six months
ended  June  30,  2009,  costs  reimbursed  by the ADM JV totaled
$906,837.  The costs covered $876,837 of research and development
costs and $30,000 of general and administrative costs.



                              -16-

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


Other Income

     Igene  had  other income  for the six months ended June  30,
2009  of  $1,026,642.  Of this amount, $1,025,741 is  a  one-time
occurrence  related to a liability recorded  in  a  prior  period
related to the termination of the joint venture with Tate & Lyle.
On February 26, 2009, Igene signed a settlement agreement of past
obligations and made a final payment to Tate & Lyle in the amount
of  $714,227.   At  the termination of the joint  venture,  Igene
recorded liabilities of $890,000 for payments of past payables of
the  joint  venture  as  well as $51,000  for  costs  related  to
collection of receivables of the joint venture.  The expense  was
recorded  when it was thought Igene could be liable for  it,  but
with  the exception of the $5,000,000 liability related to future
revenue (see Note 2), Igene has settled its debt to Tate & Lyle.

Interest expense

     Interest  expense for the quarters ended June 30,  2009  and
2008  was  $9,030  and  $550,897,  respectively,  a  decrease  of
$541,867  or  98%.  This includes amortization  of  discounts  on
Igene's  notes  and debentures of $351,695 for the quarter  ended
June  30, 2008.  For the six months ended June 30, 2009 and 2008,
interest  expense  was  $17,901 and $1,101,749,  respectively,  a
decrease  of  $1,083,848 or 98%.  This includes  amortization  of
discounts on Igene's notes and debentures of $703,390 for the six
months  ended  June  30, 2008.  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.   The
reduction   in  this  expense  is  due  to  the  recapitalization
undertaken  by Igene during the fourth quarter of 2008,  and  the
conversion  of  the  majority of the Igene debt  into  an  equity
position (see Note 3).

Net loss and basic and diluted net loss per common share

      As   a  result  of  the  foregoing,  the  Company  reported
comprehensive  losses  of $547,822 and $1,127,522,  respectively,
for  the quarters ended June 30, 2009 and 2008, a decrease in the
loss  of  $579,700 or 51%.  This represents a loss of  $0.00  and
$0.01  per basic and diluted common share in each of the quarters
ended June 30, 2009 and 2008, respectively.  The Company reported
comprehensive  income  of  $196,918  and  comprehensive  loss  of
$1,777,898, respectively, for the six months ended June 30,  2009
and  2008.  This represents income of $0.00 and loss of $0.02 per
basic  and  diluted common share in each of the six months  ended
June  30,  2009  and  2008, respectively.  The  weighted  average
number of shares of common stock outstanding of 1,518,503,841 and
110,337,072 for the quarters and six months ended June  30,  2009
and  2008,  respectively, has increased by 1,408,166,769  shares.
The  increase  in  outstanding shares resulted  mainly  from  the
shares related to the recapitalization undertaken by Igene during
the fourth quarter of 2008, and the conversion of the majority of
the Igene debt into an equity position (see Note 3).

Financial Position

     During  the  six  months ended June 30, 2009  and  2008,  in
addition  to  the  matters  previously discussed,  the  following
actions   also   materially  affected  the  Company's   financial
position:

  o   Decreases  in  inventory  for the six months ended June 30,
      2009  of  $2,358,892 was  a source of cash, offset by funds
      used  to  decrease accounts payable and accrued expenses by
      $661,078, and increases of accounts receivable of $181,201;
      and

  o   The  carrying  value  of  redeemable  preferred  stock  was
      increased  and  interest  expense recorded in the amount of
      $3,546 in  2009,  reflecting cumulative unpaid dividends on
      redeemable preferred stock.

                                 -17-

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

     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, 2009, total dividends  in  arrears  on
Igene's preferred stock total $147,860 ($13.28 per share) and 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 June  30,  2009,
Igene  had  working  capital of $2,224,550,  and  cash  and  cash
equivalents of $1,526,272.

     Cash provided  by operating activities during the  six-month
period ended June 30, 2009 equaled $1,261,665 as compared to cash
used by operating activities of $405,582 for the six-month period
ended June 30, 2008.

     Cash used  by  investing  activities  during  the  six-month
period  ended  June  30,  2009 and 2008  equaled  $1,289,490  and
$219,180,  respectively, resulting from the purchase of equipment
and advances to the ADM JV.

     No cash was used or provided by financing activities  during
the first six months of 2009 or 2008.

     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  third  quarter  of  2009.   Additional  funding  is
expected  through  the ADM JV reimbursement of  expenses.   There
will  be  additional delay between the commencement of production
and  the  receipt  of  proceeds from any sale  of  such  product.
However,  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, 2009 and 2008.

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-K for the year ended December 31,
2008.

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

     Igene  is  undertaking to improve its internal control  over
financial  reporting  and  improve its  disclosure  controls  and
procedures.   As  of  December 31 2008,  we  had  identified  the
following  material weaknesses which still exist as of  June  30,
2009 and through the date of this report.

1. As  of  December  31,  2008,  we did  not  maintain  effective
   controls over the control environment.  Specifically, we  have
   not  formally adopted a written code of business  conduct  and
   ethics  that  governs  the Company's employees,  officers  and
   directors.    Additionally,  we   have   not   developed   and
   effectively  communicated  to  our  employees  its  accounting
   policies  and  procedures.  This has resulted in  inconsistent
   practices.    Further,  the  Board  of  Directors   does   not
   currently  have  any  independent  members  and  no   director
   qualifies  as an independent audit committee financial  expert
   as  defined  in Item 407(d)(5)(ii) of Regulation  S-B.   Since
   these  entity  level programs have a pervasive  effect  across
   the   organization,  management  has  determined  that   these
   circumstances constitute a material weakness.

2. As  of  December  31,  2008,  we did  not  maintain  effective
   controls  over  financial statement disclosure.  Specifically,
   controls  were  not designed and in place to ensure  that  all
   disclosures   required  were  originally  addressed   in   our
   financial    statements.     Accordingly,    management    has
   determined   that  this  control  deficiency   constitutes   a
   material weakness.

3. As  of  December  31,  2008,  we did  not  maintain  effective
   controls  over  equity  transactions.  Specifically,  controls
   were   not  designed  and  in  place  to  ensure  that  equity
   transactions were properly reflected. Accordingly,  management
   has  determined  that  this control deficiency  constitutes  a
   material weakness.

                              -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, 2009, total dividends in arrears on  the
Company's  Series  A Convertible Preferred Stock  total  $147,860
($13.28 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.


                              -20-

Item 6.  Exhibits

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 14, 2009    By /S/ STEPHEN F. HIU
          _______________       _________________________________
                                    STEPHEN F. HIU
                                    President
                                    (principal executive officer)


    Date  August 14, 2009    By /S/ EDWARD J. WEISBERGER
          _______________       _________________________________
                                    EDWARD J. WEISBERGER
                                    Chief Financial Officer
                                    (principal financial officer)




                              -22-

                            EXHIBIT INDEX

EXHIBIT     DESCRIPTION
NO.

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

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

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

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-