U.S. 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 March 31, 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:
1,518,503,841 shares of common stock, par value $.01,  as  of
_____________________________________________________________
May 10, 2009.
_____________

<PAGE>

                    IGENE Biotechnology, Inc.

                            FORM 10-Q


                        TABLE OF CONTENTS


PART I -- FINANCIAL INFORMATION                                   Page

Item 1.   Financial Statements
     Consolidated Balance Sheets (Unaudited)..................   2
     Consolidated Statements of Operations (Unaudited.........   3
     Consolidated Statement of Stockholders'
          Deficiency (Unaudited)..............................   4
     Consolidated Statements of Cash Flows (Unaudited)........   5
     Notes to Consolidated Financial Statements (Unaudited)...   6

Item 2.   Management's Discussion and Analysis of Financial
          Conditions and Results of Operations ...............   10

Item 4.   Controls and Procedures.............................   14

PART II -- OTHER INFORMATION .................................   16

Item 3.   Defaults Upon Senior Securities.....................   16

SIGNATURES ...................................................   17

EXHIBIT INDEX ................................................   18









                               -i-
<PAGE>
PART I -- FINANCIAL INFORMATION
<TABLE>
<CAPTION>

Item 1.   Financial Statements

                           IGENE Biotechnology, Inc. and Subsidiary
                                  Consolidated Balance Sheets


                                                                    March 31,     December 31,
                                                                        2009             2008
                                                                  _____________   _____________
                                                                   (Unaudited)
<S>                                                               <C>             <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                       $    937,558    $  1,488,011
  Accounts receivable                                                1,117,092       1,045,767
  Inventory                                                          1,558,084       2,398,520
  Due from NaturXan                                                    453,419             ---
  Prepaid expenses and other current assets                             69,042          23,702
                                                                  _____________   _____________
     TOTAL CURRENT ASSETS                                            4,135,195       4,956,000

  Property and equipment, net                                          969,537         831,838
  5 year non-compete
   (net of amortization of $38,495 and $30,796, respectively)          115,482         123,181
  Intellectual property                                                149,670         149,670
  Other assets                                                           5,125           5,125
                                                                  _____________   _____________
    TOTAL ASSETS                                                  $  5,375,009    $  6,065,814
                                                                  =============   =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                           $  1,170,829    $  2,849,455
  Guarantee in debt of NaturXan                                        234,210             ---
                                                                  _____________   _____________
     TOTAL CURRENT LIABILITIES                                       1,405,039       2,849,455

LONG-TERM DEBT
  Notes payable (net of unamortized discount)                          353,598         353,598
  Contingent liability on joint venture separation                   5,000,000       5,000,000
  Accrued interest                                                     314,345         307,247

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative,
  convertible, voting, series A, $.01 par value per share. Stated
  value was $21.12 and $20.96, respectively.  Authorized 1,312,500
  shares; issued and outstanding 11,134 shares.                        235,150         233,377
                                                                  _____________   _____________
     TOTAL LIABILITIES                                               7,308,132       8,743,677
                                                                  _____________   _____________
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock --- $.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                                              (51,998,029)    (52,730,767)
  Other comprehensive income                                            (5,781)        (17,783)
                                                                  _____________   _____________
     TOTAL STOCKHOLDERS' DEFICIENCY                                 (1,933,123)     (2,677,863)
                                                                  _____________   _____________
     TOTAL LIABILITIES AND STOCKHOLDERS'
     DEFICIENCY                                                   $  5,375,009    $  6,065,814
                                                                  =============   =============

</TABLE>

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

                               -2-
<TABLE>
<CAPTION>

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


                                                                        Three months ended
                                                                  ______________________________
                                                                      March 31,       March 31,
                                                                          2009            2008
                                                                  ______________  ______________
                                                                    (Unaudited)
<S>                                                               <C>             <C>
REVENUE
_______
  Sales                                                           $   1,241,785   $   2,871,502
  Cost of sales                                                         945,185       2,367,410
                                                                  ______________  ______________
     GROSS PROFIT                                                       296,600         504,092


LOSS OF JOINT VENTURE                                                  (234,210)            ---
                                                                  ______________  ______________
OPERATING EXPENSES
__________________
  Marketing and selling                                                 106,110         298,298
  Research, development and pilot plant                                 461,175         350,104
  General and administrative                                            232,656         177,110
  Less operating expenses reimbursed by Joint Venture                  (453,419)            ---
                                                                  ______________  ______________
     TOTAL OPERATING EXPENSES                                           346,522         825,512
                                                                  ______________  ______________
     OPERATING LOSS                                                    (284,132)       (321,420)
                                                                  ______________  ______________

OTHER INCOME                                                          1,025,741           2,040

INTEREST EXPENSE (including amortization of debt
   discount of $351,695 in 2008)                                         (8,871)       (550,852)
                                                                  ______________  ______________
     NET INCOME (LOSS)                                            $     732,738   $    (870,232)
                                                                  ______________  ______________
Other comprehensive income
  Foreign exchange translation                                           12,002         219,856

     TOTAL COMPREHENSIVE INCOME (LOSS)                            $     744,740   $    (650,376)
                                                                  ==============  ==============

BASIC AND DILUTED NET INCOME (LOSS) PER
     COMMON SHARE                                                 $        0.00   $       (0.01)
                                                                  ==============  ==============
WEIGHTED AVERAGE SHARES OUTSTANDING                               1,518,503,841     110,337,072
                                                                  ==============  ==============


</TABLE>





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

                               -3-
<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 December 31, 2008             1,518,503,841 $15,185,038  $34,885,649 $(52,730,767) $    (17,783) $ (2,677,863)

Gain due to currency translation                   ---         ---          ---          ---        12,002        12,002

Net income for the three months ended
  March 31, 2009                                   ---         ---          ---      732,738           ---       732,738
                                        ______________ ___________  ___________ _____________ _____________ _____________
Balance at March 31, 2009                1,518,503,841 $15,185,038  $34,885,649 $(51,998,029) $     (5,781) $ (1,933,123)
                                        ============== ===========  =========== ============= ============= =============

</TABLE>



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

                               -4-
<TABLE>
<CAPTION>
                          IGENE Biotechnology, Inc. and Subsidiary
                            Consolidated Statements of Cash Flows
                                       (Unaudited)

                                                                        Three months ended
                                                                  ______________________________
                                                                      March 31,       March 31,
                                                                          2009            2008
                                                                  ______________  ______________
<S>                                                               <C>             <C>
Cash flows from operating activities
   Net income (loss)                                              $     732,738   $    (870,232)
   Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Amortization of debt discount                                          ---         351,695
     Depreciation                                                        42,035           2,720
     Increase in preferred stock for cumulative dividend
         classified as interest                                           1,773           1,781
     Amortization of customer contracts and non-compete                   7,699          66,113
     Loss of joint venture                                              234,209             ---
     Gain on forgiveness of debt                                     (1,025,741)            ---
     Decrease (increase) in:
       Accounts receivable                                              (71,325)      1,246,188
       Inventory                                                        840,436       2,098,682
       Prepaid expenses and other current assets                        (45,340)         31,203
     Increase (decrease) in
       Accounts payable and accrued expenses                           (645,786)       (978,969)
                                                                  ______________  ______________
       Net cash provided by operating activities                         70,698       1,949,181
                                                                  ______________  ______________
Cash flows from investing activities
     Purchase of equipment                                             (179,734)       (157,071)
     Advances to Joint Venture                                         (453,419)            ---
                                                                  ______________  ______________
       Net cash used in investing activities                           (633,153)       (157,071)
                                                                  ______________  ______________

Cash flows from financing activities
   Proceeds from issuance of convertible debentures                         ---             ---
   Repayment of convertible debentures                                      ---             ---
                                                                  ______________  ______________
       Net cash provided by financing activities                            ---             ---
                                                                  ______________  ______________

Gain due to currency translation                                         12,002         219,856

       Net increase (decrease) in cash and cash equivalents            (550,453)      2,011,966

          Cash and cash equivalents
          at beginning of period                                      1,488,011       1,026,350
                                                                  ______________  ______________
          Cash and cash equivalents
          at end of period                                        $     937,558   $   3,038,316
                                                                  ==============  ==============
Supplementary disclosure and cash flow information
__________________________________________________
Cash paid for interest                                            $         ---   $         ---
Cash paid for income taxes                                                  ---             ---

See Note (2) for non-cash investing and financing activities.

</TABLE>

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

                               -5-

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

(1)  Unaudited Consolidated Financial Statements

     The   March   31,  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") 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  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 (the "T&L JV".  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 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.

                               -6-

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


(3) Non-Cash Investing and Financing Activities

    During  the  three months ended March 31, 2009 and 2008,  the
    Company recorded  in each quarter dividends in arrears on  8%
    redeemable  preferred  stock cumulating at  $0.16  per  share
    aggregating to $1,773 and $1,781, respectively.

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

    Pursuant  to the terms of an Indenture dated as of March  31,
    1998,   as  amended  (the  "Indenture")  between  Igene   and
    American  Stock  Transfer & Trust Company,  as  Trustee  (the
    "Trustee"), Igene issued and sold $5,000,000 of its 8%  notes
    (the  "8% Notes").  Concurrently with the issuance of the  8%
    Notes,  Igene issued, pursuant to a Warrant Agreement by  and
    between  Igene  and American Stock Transfer &  Trust  Company
    (the  "Warrant Agent") dated as of March 31, 1998, as amended
    (the  "Warrant Agreement"), 50,000,000 warrants  to  purchase
    shares  of  Igene common stock for $0.10 per  share  expiring
    March  31,  2008.   The  warrant  purchase  price  under  the
    Warrant  Agreement was reduced to $.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 $.075  to
    $.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  on  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 paid-in  capital
    was recorded for the gain of $4,995,151 on the retirement.

    Much  of  the aforementioned indebtedness that was  exchanged
    for  common stock 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:

                               -7-

            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.

    Convertible debentures were summarized as follows:

<TABLE>
<CAPTION>
                                                                               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.



                               -8-

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

(4)  Stockholders' Deficiency

     As  of  March  31,  2008, 22,268 shares  of  authorized  but
     unissued   common  stock  were  reserved  for   issue   upon
     conversion of the Company's outstanding preferred stock.

     As  of  March 31, 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  March 31, 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  periods ended March 31, 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 anti-dilutive.  As of March 31,  2009
     and  2008,  potential  full dilution was  1,570,787,537  and
     488,414,337 shares, respectively.

(6)  Going Concern

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $52,004,000  from  inception  to
     March 31, 2009 and as of March 31, 2009, Igene's liabilities
     exceeded  its  assets  by approximately  $1,933,000.   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 has  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.

     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
     $453,419 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 that  during
     the second quarter, Igene will provide its equipment and  in
     connection  with  the current ADM  facility,  will undertake
     dependable production during the third quarter of 2009.   As
     of  the  end  of  the  first  quarter  Igene has not made an
     investment in the ADM JV.






                               -9-

            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", "VENTURING TO" 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
____________________________

     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.

     Both  Joint  Ventures,  the T&L  JV  and  the  ADM  JV  were
accounted for under the equity method of accounting as Igene  has
a 50% ownership interest.

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







                              -10-

            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 March 31,  2009  and  2008,  Igene
recorded  sales  in  the  amounts of $1,241,785  and  $2,871,502,
respectively,  a decrease of $1,629,717 or 56%.  Sales  had  been
limited in past years due to insufficient production quantity and
have  been  limited in the current period as source of production
is  being  developed and production begins in  the  new  ADM  JV.
Management believes that the ADM JV will provide salable  product
that  will  allow Igene to be competitive in the marketplace  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 March 31,  2009  and  2008,  Igene
recorded cost of sales in the amounts of $945,185 and $2,367,410,
respectively, a decrease of $1,422,225 or 60%.  This resulted  in
a gross profit of $296,600, or 23% for the period ended March 31,
2009  and  gross profit of $504,092, or 17% for the period  ended
March  31,  2008.  The increase in gross profit is due mainly  to
the discount at 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 salable  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 with ADM

     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.  For the quarter ended March
31, 2009, Igene recorded a loss from the ADM JV of $234,210.

     On October 31, 2007, Igene terminated its joint venture with
Tate  &  Lyle.  Igene maintains the salable 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.  Management expects this  production
will  begin  by  the third quarter of 2009.  Management  believes
that this new ADM JV will provide salable 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.

Marketing and selling expenses

     For  the  quarters  ended March 31,  2009  and  2008,  Igene
recorded marketing and selling expense in the amounts of $106,110
and $298,298, respectively, a decrease of $192,188, or 64%.  With
the  termination of the T&L JV, Igene has reassumed  all  of  the
responsibility  for the marketing and selling  function.   It  is
expected  that this level of marketing and selling will fluctuate
as  Igene  has reassumed the activities of the Chilean subsidiary
and  looks  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  maintenance of the customer base.  Prior to October 2007, all
marketing and selling expenses incurred by Igene as part  of  the
Joint  Venture  with  Tate  &  Lyle  had  been reimbursed by that
venture.  It  is  expected  that  future  sales efforts  will  be
handled  directly through the ADM JV and Igene will incur  little
marketing  and  selling  expenses.  The  remaining  expenses  are
expected  to  be  funded by cash flows from  operations,  to  the
extent available for such purposes.




                              -11-

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

Research, development and pilot plant expenses

     For  the  quarters  ended March 31,  2009  and  2008,  Igene
recorded research and development costs in the amount of $461,175
and   $350,104,   respectively,  an  increase  of   $111,073   or
approximately 31%.  Research and development costs have increased
as  Igene works to develop improved product and new uses for  its
product,  as it prepares to begin production in the new facility.
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  of  2007,  all  research  and  development  expenses
incurred by Igene as part of the joint venture with Tate  &  Lyle
had  been  reimbursed by that 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  first  quarter  of 2009, $438,420 of the 2009  research  and
development cost was reimbursed by the ADM JV.

General and administrative expenses

     General  and administrative expenses for the quarters  ended
March 31, 2009 and 2008 were $232,656 and $177,110, respectively,
an  increase  of  $55,546  or  31%.  Igene  expects  general  and
administrative costs at the current level.  Igene works to reduce
the  level  of  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.  $15,000 of the 2009  general  and
administrative cost was reimbursed by the ADM JV.

Expense 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 quarter ended
March 31,  2009, costs reimbursed by the ADM JV totaled $453,419.
The costs covered $438,419 of research and development costs  and
$15,000 of general and administrative costs.

Other Income

     Igene had other income for the quarter ended March 31,  2009
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  T&L 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 balance is expense that was recorded when
it  was  thought  Igene could be liable to pay  additional  costs
directly  to T&L.  With the exception of the $5,000,000 liability
related  to  future revenue (see Note 2), Igene has  settled  its
debts  related to the joint venture and to Tate & Lyle, and these
costs  and  expenses  were  determined  to  no  longer  be  Igene
liabilities.

Interest expense

     Interest  expense for the quarters ended March 31, 2009  and
2008 was $8,871 and $550,852 respectively, a decrease of $541,981
or  98%.   This  interest expense (net of  interest  income)  was
composed  of  interest on Igene's long term  financing  from  its
directors   and  other  stockholders  and  interest  on   Igene's
subordinated  and convertible debentures, as well as amortization
of discount on Igene's notes and debentures of $351,695 for 2008.
The  reduction  in  this expense is due to  the  recapitalization
undertaken  by Igene during the fourth quarter of 2008,  and  the
conversion  of  the  majority of the Igene debt  into  an  equity
position (see Note 3).





                              -12-

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


Net loss and basic and diluted net loss per common share

     As   a  result  of  the   foregoing,  the  Company  reported
comprehensive income $744,740 and comprehensive loss of $650,376,
respectively, for the quarters ended March 31, 2009 and  2008,  a
decrease  in the loss of $1,395,116.  This represents  income  of
$0.00  and  loss of $0.01 per basic and diluted common  share  in
each of the quarters ended March 31, 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 ended March 31,
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  quarters  ended March 31,  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 quarter ended March 31, 2009
      of  $840,436 were a source of cash, offset by funds used to
      decrease accounts payable and accrued expenses by $645,786;
      and

  o   Decreases  in  accounts  receivables, inventory and prepaid
      expense  for the quarter ended March 31, 2008 of $3,376,073
      were  a  source  of  cash, offset by funds used to decrease
      accounts payable and accrued expenses by $978,969; and

  o   The  carrying  value  of  redeemable  preferred  stock  was
      increased  and  interest  expense recorded in the amount of
      $1,773  and  $1,781,  respectively   in   2009   and  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  March 31, 2009, total dividends  in  arrears  on
Igene's preferred stock total $146,078 ($13.12 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 March 31,  2009,
Igene  had  working  capital of $2,730,159,  and  cash  and  cash
equivalents of $937,558.

     Cash provided by operating activities during the three-month
periods  ended March 31, 2009 and March 31, 2008 equaled  $70,698
and $1,949,181, respectively.  The reduction is due mainly to the
reduced amount of inventory available for sales based on the lack
of production through 2008.

     Cash used  by  investing activities during  the  three-month
periods  ended March 31, 2009 and March 31, 2008 equaled $633,153
and  $157,071, respectively.  The difference is due mainly to the
cash advanced and due for the ADM JV of $453,419 during the first
quarter of 2009, as the ADM JV prepares for production.

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







                              -13-

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

     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  three-month
periods ended March 31, 2009 and 2008.

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 March  31,
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.








                              -14-

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


   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.






                              -15-

            IGENE Biotechnology, Inc. and Subsidiary
                             PART II
                        OTHER INFORMATION


Item 3.  Defaults Upon Senior Securities

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  March  31,  2009,  total  dividends in arrears on
Igene's preferred stock total $146,078 ($13.12 per share) and are
included in the carrying value of the redeemable preferred stock.

Item 6.  Exhibits

(a) 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.

                              -16-

                           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  May 15, 2009         By /S/ STEPHEN F. HIU
      __________________      ___________________________________
                                  Stephen F. Hiu
                                  President





Date  May 15, 2009         By /S/ EDWARD J. WEISBERGER
                              ___________________________________
                                  Edward J. Weisberger
                                  Chief Financial Officer







                              -17-
                            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.


                              -18-