SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 10549
                           FORM 10-QSB



(Mark One)

[x]   Quarterly  report under Section 13 or 15(D) of the
      Securities Exchange Act of 1934

          For the quarterly period ended June 30, 2002
          ____________________________________________


[ ]   Transition report under 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 Small Business Issuer 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
         ________________________________________________
         (Issuer's Telephone Number, Including Area Code)

                              None
       ____________________________________________________
       (Former Name, Former Address and Former Fiscal Year,
                  if Changed Since Last Report)



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

Yes                    No      x
     ______                 ______


State  the  number  of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
78,357,368 shares as of July 20, 2002.
_____________________________________


Transitional Small Business Disclosure Format (check one):

Yes                    No      x
     ______                 ______

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

                              INDEX



PART I    -     FINANCIAL INFORMATION

                                                          Page

     Consolidated Balance Sheets .......................  5-6

     Consolidated Statements of Operations .............  7

     Consolidated Statements of Stockholders' Deficit...  8-9

     Consolidated Statements of Cash Flows .............  10

     Notes to Consolidated Financial Statements.........  11-13

     Management's Discussion and Analysis of Financial
     Conditions and Results of Operations ..............  14-17

PART II   -    OTHER INFORMATION .......................  18-19

SIGNATURES .............................................  20

<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>
           IGENE Biotechnology, Inc. and Subsidiaries
                   Consolidated Balance Sheets

<CAPTION>
                                                 June 30,    December 31,
                                                    2002            2001
                                               ____________  ____________
                                               (Unaudited)
<S>                                            <C>           <C>
ASSETS
CURRENT ASSETS

  Cash and cash equivalents                    $   301,441   $   394,487
  Accounts receivable,
    (net of allowances of $24,000;
    2002 and 2001)                                 611,435       832,794
  Inventory                                      1,751,755       959,856
  Prepaid expenses
    and other current assets                       474,043       290,553
  Deferred costs, current portion                   74,160        74,160
                                               ____________  ____________

                                                 3,212,834     2,551,850

OTHER ASSETS
  Property and equipment, net                      631,802       232,923
  Deferred costs, net of current portion           246,010       304,267
  Equipment deposits                               223,856       177,091
  Deposits on manufacturing equipment              239,805       211,380
  Other assets                                      80,077        61,495
                                               ____________  ____________

     TOTAL ASSETS                              $ 4,634,384   $ 3,539,006
                                               ============  ============

</TABLE>

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

                               -5-
<PAGE>
<TABLE>
           IGENE Biotechnology, Inc. and Subsidiaries
                   Consolidated Balance Sheets
                           (continued)

<CAPTION>
                                                   June 30,  December 31,
                                                      2002          2001
                                               ____________  ____________
                                                (Unaudited)

<S>                                            <C>           <C>
LIABILITIES, REDEEMABLE PREFERED STOCK
  AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses        $ 1,631,801   $ 1,085,893
  Equipment lease payable                              ---         1,733
  Variable rate subordinated debenture           1,500,000     1,500,000
                                               ____________  ____________

     TOTAL CURRENT LIABILITIES                   3,131,801     2,587,626

LONG-TERM DEBT
  Notes payable                                  6,361,292     6,057,959
  Convertible debentures                         4,514,212     3,514,212
  Accrued interest                               2,385,144     1,927,256
                                               ____________  ____________

     TOTAL LIABILITIES                          16,392,449    14,087,053
                                               ____________  ____________

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred
     stock, 8% cumulative, convertible,
     voting, series A, $.01 par value per
     share. Redemption value $16.64
     and $16.48, respectively.  Authorized
     1,312,500 shares, issued 26,405 shares        443,604       435,154
                                               ____________  ____________

STOCKHOLDERS' DEFICIT
  Common stock, $.01 par value per share.
     Authorized, 750,000,000 shares;
     issued and outstanding 77,005,618
     and 75,848,600 shares,
     respectively.                                 783,574       758,486
  Additional paid-in capital                    22,342,507    22,188,836
  Accumulated other comprehensive income           106,422           ---
  Deficit                                      (35,434,172)  (33,930,523)
                                               ____________  ____________

     TOTAL STOCKHOLDERS' DEFICIT               (12,201,669)  (10,983,201)
                                               ____________  ____________

     TOTAL LIABILITIES AND
       STOCKHOLDERS' DEFICIT                   $ 4,634,384   $ 3,539,006
                                               ============  ============

</TABLE>






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

                               -6-
<PAGE>
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)

<CAPTION>
                                                Three months ended             Six months ended
                                           __________________________     __________________________

                                               June 30,      June 30,         June 30,      June 30,
                                                  2002          2001             2002          2001
                                           ____________  ____________     ____________  ____________
<S>                                        <C>           <C>              <C>           <C>
Sales - AstaXin(R)                         $   660,664   $ 1,096,525      $ 1,168,915   $ 1,541,543
Sales - Nutraceuticals                         581,049           ---        1,136,406           ---
Cost of sales - AstaXin(R)                     603,981       914,442        1,034,641     1,326,561
Cost of sales - Nutraceuticals                 455,753           ---          822,437           ---
                                           ____________  ____________     ____________  ____________

     Gross profit                              181,979       182,083          448,243       214,982
                                           ____________  ____________     ____________  ____________

Operating expenses:
  Marketing and selling                        334,596       320,905          582,874       465,084
  Research, development and pilot plant        191,333       118,277          371,724       225,612
  General and administrative                   155,003       133,179          490,692       255,577
                                           ____________  ____________     ____________  ____________

     Total operating expenses                  680,932       572,361        1,445,290       946,273
                                           ____________  ____________     ____________  ____________

     Operating (loss)                         (498,953)     (390,278)        (997,047)     (731,291)
                                           ____________  ____________     ____________  ____________

Other income (expense)
  Miscellaneous income                             ---         3,000              ---         6,000
  Interest expense, net of
     interest income of $192, $5,839,
     $829, and $6,708 respectively            (288,461)     (240,099)        (506,602)     (427,847)
                                           ____________  ____________     ____________  ____________

     Net loss                              $  (787,414)  $  (627,377)     $(1,503,649)  $(1,153,138)
                                           ============  ============     ============  ============

     Basic and diluted net loss
     per common share                      $     (0.01)  $     (0.01)     $     (0.02)  $     (0.02)
                                           ============  ============     ============  ============

</TABLE>



















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

                                       -7-
<PAGE>
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                Consolidated Statements of Stockholders' Deficit
                                   (Unaudited)

<CAPTION>
                                                Redeemable Preferred Stock
                                                      (shares/amount)
                                                __________________________
<S>                                             <C>            <C>
Balance at January 1, 2001                         26,405      $  418,255

Cumulative undeclared dividends
  on redeemable preferred stock                       ---           8,450

Issuance of common stock in
  lieu of cash in payment of
  interest on subordinate debenture                   ---             ---

Exercise of employee stock options                    ---             ---

Exercise of warrants                                  ---             ---

Net loss for the six months ended
  June 30, 2001                                       ---             ---
                                                ___________    ___________

Balance at June 30, 2001                            26,405     $  426,705
                                                ===========    ===========

Balance at January 1, 2002                          26,405     $  435,154

Cumulative undeclared dividends
  on redeemable preferred stock                        ---          8,450

Issuance of common stock in
  lieu of cash in payment of
  interest on subordinate debenture                    ---            ---

Shares issued for manufacturing agreement              ---            ---

Comprehensive loss:                                    ---            ---

Net loss for the six months ended
  June 30, 2002                                        ---            ---

Other comprehensive income -
  Foreign currency translation                         ---            ---

     Total comprehensive loss                          ---            ---
                                                ___________    ___________

Balance at June 30, 2002                            26,405     $  443,604
                                                ===========    ===========

</TABLE>









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

                                       -8-
<PAGE>
<TABLE>
                                      IGENE Biotechnology, Inc. and Subsidiaries
                                   Consolidated Statements of Stockholders' Deficit
                                             (Unaudited - Continued)
<CAPTION>
                                                                            Accumulated
                                                               Additional      Other           Total
                                          Common Stock          Paid-in     Comprehensive   Stockholders'
                                         (shares/amount)        Capital       Deficit       Income(Loss)     Deficit
                                      ______________________  _____________  _____________  _____________  _____________
<S>                                   <C>         <C>         <C>            <C>            <C>            <C>
Balance at January 1, 2001            62,249,005  $ 622,490   $ 21,411,645   $(30,257,564)           ---   $ (8,223,429)

Cumulative undeclared dividends
  on redeemable preferred stock              ---        ---         (8,450)           ---            ---         (8,450)

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

Exercise of employee stock options         5,000         50            200            ---            ---            250

Exercise of warrants                     170,910      1,709         15,382            ---            ---         17,091

Net loss for the six months ended
  June 30, 2001                              ---        ---            ---     (1,153,138)           ---     (1,153,138)
                                      __________  __________  _____________  _____________  _____________  _____________

Balance at June 30, 2001              62,464,915  $ 624,649   $ 21,508,377   $(31,410,702)  $        ---   $ (9,277,676)
                                      ==========  ==========  =============  =============  =============  =============

Balance at January 1, 2002            75,848,600  $ 758,486   $ 22,188,836   $(33,930,523)           ---   $(10,983,201)

Cumulative undeclared dividends
  on redeemable preferred stock              ---        ---         (8,450)           ---            ---         (8,450)

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

Shares issued for manufacturing
  agreement                            2,468,768     24,688         72,521            ---            ---         97,209

Comprehensive loss:

  Net loss for the six months ended
  June 30, 2002                              ---        ---            ---     (1,503,649)           ---     (1,503,649)

Other comprehensive income -
  Foreign currency translation               ---        ---            ---            ---        106,422        106,422
                                                                                                           _____________

     Total comprehensive loss                ---        ---            ---            ---            ---     (1,397,227)

                                      __________  __________  _____________  _____________  _____________  _____________

Balance at June 30, 2002              78,357,368  $ 783,574   $ 22,342,507   $(35,434,172)  $    106,422   $(12,201,669)
                                      ==========  ==========  =============  =============  =============  =============
</TABLE>








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

                                       -9-
<PAGE>
<TABLE>
                     IGENE Biotechnology, Inc. and Subsidiaries
                        Consolidated Statements of Cash Flows

<CAPTION>
                                                                   Six months ended
                                                                June 30,       June 30,
                                                                   2002           2001
                                                             ____________   ____________
<S>                                                          <C>            <C>
Cash flows from operating activities
   Net loss                                                  $(1,503,649)   $(1,153,138)
   Adjustments to reconcile net loss to net cash used
   by operating activities:
     Depreciation                                                 26,455         11,164
     Amortization                                                 58,257         58,257
     Foreign currency translation adjustment                     106,422            ---
     Manufacturing cost paid in shares of common stock            97,209            ---
     Interest on debenture paid in shares of common stock         90,000         90,000
     Decrease (increase) in:
       Accounts receivable                                       221,359       (466,612)
       Inventory                                                (791,899)      (249,810)
       Prepaid expenses and other current assets                (183,491)       (80,531)
     Increase in
       Accounts payable and accrued expenses                   1,003,797        924,283
                                                             ____________   ____________

       Net cash used in operating activities                    (875,540)      (866,387)
                                                             ____________   ____________

Cash flows from investing activities
     Deposits and other assets                                   (93,722)           ---
     Capital expenditures                                       (425,334)       (52,545)
                                                             ____________   ____________

       Net cash used in investing activities                    (519,106)       (52,545)
                                                             ____________   ____________

Cash flows from financing activities
   Proceeds from borrowing                                     1,000,000      1,050,000
   Proceeds from (repayment of) long-term debt                   301,600         (7,896)
                                                             ____________   ____________

       Net cash provided by financing activities               1,301,600      1,042,104
                                                             ____________   ____________

       Net (decrease) increase in cash and cash equivalents      (93,046)       123,172

       Cash and cash equivalents at beginning of period          394,487        143,572
                                                             ____________   ____________

       Cash and cash equivalents at end of period            $   301,441    $   266,744
                                                             ============   ============

Supplementary disclosure and cash flow information
__________________________________________________


Cash paid for interest                                       $      508     $       235
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.

                              -10-
<PAGE>

           IGENE Biotechnology, Inc. and Subsidiaries
                  Notes to Financial Statements

(1)  Unaudited consolidated financial statements

     The    consolidated    financial   statements    of    Igene
     Biotechnology,  Inc.  and Subsidiaries  ("Igene")  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  and  results of operation 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-QSB  should  be   read   in
     conjunction  with Igene's Annual Report on Form  10-KSB  for
     the year ended December 31, 2001.

(2)  Non cash investing and financing activities

     During  the  six months ended June 30, 2002  and  2001,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred stock cumulating  at  $.32  per  share
     aggregating  $8,450,  which has been  removed  from  paid-in
     capital and included in the carrying value of the redeemable
     preferred stock.

     During  the  six  months ended June 30, 2002  and  2001  the
     company issued 40,000 shares of common stock in each  period
     in  payment  of  interest on the variable rate  subordinated
     debenture.   If paid in cash, the interest would  have  been
     payable  at  12%  in the amount of $90,000 in  each  period.
     Shares may be issued in lieu of cash under the terms of  the
     debenture  agreement at the higher of  $2.25  per  share  or
     market  price per share.  The stock was issued  and  related
     interest  was paid at $2.25 per share, or $90,000,  in  each
     period.

     During  the  six  months ended June 30,  2001,  the  Company
     capitalized leased equipment by recording a lease obligation
     payable of $18,500 under a capital lease.

     During  the  six  months ended June 30,  2001,  the  Company
     satisfied  its  obligations under demand  notes  payable  of
     1,000,000 and related accrued interest of $14,211 by issuing
     new  8%  convertible  debentures in the aggregate  principal
     amount of $1,014,211.

(3)  Foreign Currency Translation and Transactions

     Since   the   day-to-day  operations  of   Igene's   foreign
     subsidiary   in   Chile  are  dependent  on   the   economic
     environment of the parent's currency, the financial position
     and  results  of  operations of Igene Chile  are  determined
     using  Igene's  reporting  currency  (US  dollars)  as   the
     functional  currency.  All exchange gains  and  losses  from
     remeasurement  of monetary assets and liabilities  that  are
     not  denominated in US dollars are recognized  currently  in
     income.   These  losses and gains occurred  primarily  as  a
     result  of  the effect of valuation of the Chilean  Peso  on
     Igene's  accounts receivables, which are mostly  denominated
     in Chilean Pesos.

     The  financial position and results of operations  of  Igene
     Norway,  whose  functional currency  is  the  Norway  Krone,
     consolidated herein have been translated into US dollars  in
     accordance with SFAS No. 52, "Foreign Currency Translation,"
     (as  amended  by  SFAS  No.  130,  "Reporting  Comprehensive
     Income").   All  assets and liabilities of  this  subsidiary
     have  been  translated at the exchange rate at  the  balance
     sheet  date.  Income statement amounts have been  translated
     using  average  rate  of  exchange  over  the  period.   Any
     resultant  translation  adjustments are  included  in  other
     comprehensive  income, a separate component of stockholders'
     equity.   Any   gains  and  losses  from  foreign   currency
     transactions of this subsidiary are included in  operations.
     Because  this subsidiary was purchased in December 2001,  no
     foreign  currency translation adjustment arose  in  the  six
     month  period ended June 30, 2001.  For the six months ended
     June  30,  2002 a foreign currency gain of $106,422 resulted
     because the Norway Krone fluctuated favorably against the US
     dollar.






                              -11-
<PAGE>
           IGENE Biotechnology, Inc. and Subsidiaries
           Notes to Consolidated Financial Statements
                           (continued)


(4)  Inventories

     Inventory, stated at lower of cost, on a first-in  first-out
     basis,  or  market value, represents AstaXin(R) manufactured
     and held for sale, as follows:

<TABLE>
<CAPTION>
                                          June 30,     December,
                                             2002          2001
                                        __________    __________
          <S>                           <C>           <C>
          Work-in-process - AstaXin(R)  $      ---    $   35,764
          Finished goods - AstaXin(R)    1,583,796       776,381
          Nutraceuticals                   167,959       147,711
                                        __________    __________

          Total inventory               $1,751,755    $  959,856
</TABLE>

(5)  Stockholders' Equity (Deficit)

     As  of  June  30, 2002 and 2001, 52,810 shares of authorized
     but  unissued  common  stock were reserved  for  issue  upon
     conversion of the Company's outstanding preferred stock.

     As  of  June  30,  2002 and 2001, 74,604,500 and  74,905,166
     shares,  respectively,  of authorized  but  unissued  common
     stock  were reserved for distribution and exercise  pursuant
     to the Company's Employee Stock Option Plans.

     As  of  June  30, 2002 and 2001, 40,000 and 120,000  shares,
     respectively, of authorized but unissued common  stock  were
     reserved  for  issuance  for  payment  of  interest  on  the
     variable  rate subordinated debenture and 375,000 shares  of
     authorized  but  unissued  common stock  were  reserved  for
     issuance  upon conversion of the variable rate  subordinated
     debenture.

     As   of  June  30,  2002  and  2001,  13,174,478  shares  of
     authorized but unissued common stock were reserved  for  the
     conversion  of outstanding convertible promissory  notes  in
     the  aggregate amount of $1,082,500 held by directors of the
     Company.

     As  of  June  30, 2002, 31,427,651 shares of authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding  convertible promissory notes in  the  aggregate
     amount of $2,514,212 held by directors of the Company.

     As  of  June  30, 2002 and 2001, 188,016,085 and 168,686,995
     shares,  respectively,  of authorized  but  unissued  common
     stock   were   reserved  for  the  exercise  of  outstanding
     warrants.

     As  of  June  30,  2002 and 2001, 12,488,213 and  20,000,000
     shares,  respectively,  of authorized  but  unissued  common
     stock  were reserved for issuance to the Company's  contract
     manufacturer   pursuant  to  the  terms   of   the   current
     manufacturing contract.  For the six months ended  June  30,
     2002,  2,468,768  shares have been issued pursuant  to  this
     agreement at an average price of $.04 per share or  $97,209,
     which has been included as cost of manufacturing.

     During  the  six  months ended June 30,  2001,  the  company
     issued 5,000 new shares of common stock at $.05 per share or
     $250, pursuant to the exercise of employee stock option.





                              -12-
<PAGE>
           IGENE Biotechnology, Inc. and Subsidiaries
           Notes to Consolidated Financial Statements
                           (continued)

(6)  Basic and diluted net loss per common share

     Basic  and  diluted net loss per common share for  the  six-
     month  periods  ended June 30, 2002 and  2001  is  based  on
     76,207,730 and 62,376,519, respectively, of weighted average
     common  shares  outstanding.  For purposes of computing  net
     loss  per  common  share, the amount of net  loss  has  been
     increased  by cumulative undeclared dividends in arrears  on
     preferred stock.  No adjustment has been made for any common
     stock equivalents outstanding because their effects would be
     antidilutive.

(7)  Income Taxes

     The  Company  uses  the liability method of  accounting  for
     income  taxes  as required by SFAS No. 109, "Accounting  for
     Income  Taxes".   Under  the liability method,  deferred-tax
     assets  and  liabilities are determined based on differences
     between the financial statement carrying amounts and the tax
     bases  of  existing assets and liabilities (i.e.,  temporary
     differences) and are measured at the enacted rates that will
     be  in  effect  when  these differences  reverse.   Deferred
     income  taxes  will  be recognized when it  is  deemed  more
     likely  than  not that the benefits of such deferred  income
     taxes will be realized; accordingly, all net deferred income
     taxes have been eliminated by a valuation allowance.

(8)  Contingency - Litigation

     Archer   Daniels  Midland,  Inc.  ("ADM")  has  sued  Igene,
     alleging   patent  infringement  and  requesting  injunctive
     relief  as  well as an unspecified amount of  damages  (suit
     filed  July  21, 1997, U.S. District Court, Baltimore,  MD).
     Igene  has filed a $300,450,000 counterclaim concerning  the
     theft of trade secrets (counter claim filed August 4, 1997).
     The  court  denied ADM's request for preliminary  injunctive
     relief.   Mediation efforts during 1999 did not resolve this
     dispute, which has been returned to the court for a judicial
     disposition. Presently, a stay on all discovery  remains  in
     effect  while  a court-appointed expert analyzes  the  yeast
     products  of both parties.  Igene believes that  it  is  not
     probable  that  this dispute will result in  an  unfavorable
     outcome  to  Igene.   Accordingly,  no  liability  has  been
     reflected  in  the June 30, 2002 balance sheet. Nonetheless,
     should  ADM prevail, Igene could be liable for damages,  and
     Igene  could also lose the right to use a particular  strain
     of  yeast.  However, Igene expects that this will not affect
     Igene's  ability  to  make and sell its product, AstaXin(R).
     The Company had expenses of $-0-,  in  the six month periods
     ended June  30,  2002  and  2001  relating  to this on-going
     litigation.

(9)  Subsequent Events

     On  July  17th  2002,  Igene issued  and  sold  $300,000  in
     aggregate principal amount of 8%  convertible  debentures to
     certain Directors of Igene. These debentures are convertible
     into shares of Igene's common stock  at $.03  per share.  In
     consideration   of   the   commitment   to   purchase the 8%
     convertible  debenture,  these  directors  also received  an
     aggregate of 10,000,000 warrants to purchase common stock at
     $.03 per share.  These debentures, if not converted earlier,
     become due on July 17th 2012.

     As  of  August 13, 2002,  the Board of Directors, in further
     attempts   to   ascertain   a   manufacturing  partner,  has
     authorized retention of the services  of  Mr. Martin Gerson.
     The expected term of the  service will be for two (2) years.
     In compensation for this service, Mr. Gerson will be awarded
     12,000,000 shares of Igene common stock.  It is expected the
     12,000,000 shares will be awarded in the third  quarter  and
     they will be expensed at market value as compensation at the
     time of the award.






                              -13-
<PAGE>
           IGENE Biotechnology, Inc. and Subsidiaries
             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 RISKS
AND  UNCERTAINTIES.   POTENTIAL RISKS AND UNCERTAINTIES  INCLUDE,
BUT   ARE  NOT  LIMITED  TO,  COMPETITIVE  PRESSURES  FROM  OTHER
COMPANIES AND WITHIN THE BIOTECH INDUSTRY, ECONOMIC CONDITIONS IN
THE  COMPANY'S  PRIMARY MARKETS AND OTHER UNCERTAINTIES  DETAILED
FROM  TIME-TO-TIME  IN  THE  COMPANY'S  SECURITIES  AND  EXCHANGE
COMMISSION FILINGS.

CERTAIN   STATEMENTS  IN  THIS  REPORT  SET  FORTH   MANAGEMENT'S
INTENTIONS,  PLANS, BELIEFS, EXPECTATIONS OR PREDICTIONS  OF  THE
FUTURE  BASED ON CURRENT FACTS AND ANALYSES.  ACTUAL RESULTS  MAY
DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH STATEMENTS, DUE TO
A  VARIETY OF FACTORS INCLUDING REDUCED PRODUCT DEMAND, INCREASED
COMPETITION,  CURRENCY FLUCTUATIONS, AVAILABILITY  OF  PRODUCTION
CAPACITY,  GOVERNMENT  ACTION,  WEATHER  CONDITIONS,  AND   OTHER
FACTORS.

Results of Operations
_____________________

Sales and other revenue

     Sales of AstaXin(R) for the quarter ended June 30,  2002 and
2001,  were  $660,664 and $1,096,525, respectively a decrease  of
$435,861 or 40%.  Sales for the six-month periods ended June  30,
2002 and  2001, were $1,168,915 and $1,541,543,  respectively,  a
decrease of $372,628 or 24%.  The  reduction  in  sales is due to
lack  of  satisfactory  production  coupled  with current  market
condition pressures.  Additionally, inventory has been allowed to
build in order to  meet demand for seasonal increases in customer
usage.   It  is  expected that sales for subsequent quarters will
return to the levels of 2001, but will be limited  by our ability
to develop a satisfactory level of production. However, there can
be no assurance that these, or any increases in sales will occur,
or that they will be material.

     During  the quarter ended June 30, 2002 Igene recorded sales
of  $581,049 for Nutraceuticals.  Sales for the six month  period
ended  June  30,  2002  Igene recorded sales  of  $1,136,406  for
Nutraceuticals.  This is a new business line for Igene, which  it
added  along  with the 2001 acquisition of ProBio Nutraceuticals.
Sales  for  subsequent  quarters  are  expected  to  continue  to
increase but no subsequent trend is seen.  However, there can  be
no assurance that these, or any increases in sales will occur, or
that they will be material.

Cost of sales and gross profit

     Gross Profit on sales  of AstaXin(R)  was  $56,683  for  the
quarter  June 30, 2002.  This is a decrease of $125,400 from  the
$182,083  for  the  same  quarter in the preceding  year.   Gross
Profit on sales  of AstaXin(R) was $134,274  for  the  six  month
periods  ended June 30, 2002 which is a decrease of $80,708  from
the  $214,982  for  the six months ended June  30,  2001.   Gross
profits fell from 16% of sales for the six months ended June  30,
2001,  to  11% of sales for the six months ended June  30,  2002.
The  company attributes the fall in gross profit to a combination
of   pricing  pressures  in  the  market  and  inefficiencies  in
production.   The  Company expects that  the  gross  profit  will
return  to  prior  levels and be maintained in the  future  as  a
percentage  of  sales,  with expected   increases  in  production
efficiency  offsetting pricing competition, but the  company  can
provide  no  assurances in that regard.   The  Company  plans  to
continue to increase production of AstaXin(R), as needed, to meet
expected  increased  sales of AstaXin(R).  Demand is expected  to
increase  both  due to seasonal increases in customer  usage  and
increases in our market share. If demand for AstaXin(R) continues
to increase, as the Company expects that it will, sales and gross
profits  may  be  limited  by  the  quantities  of AstaXin(R) the
Company is  able to produce with its presently available capacity
with its contract manufacturer, as was the case during the fourth
quarter  of  2001.   To  avoid  this  limitation,  the Company is
presently  investigating  other  additional  sources of available
production capacity.  However, there can be no assurance that the
Company will be  able to find and subsequently be able to utilize
other  additional  sources  of  production capacity as quickly as
they are needed, and sales and gross profit growth may be limited
unless augmented by  increases in production efficiency resulting
from  process  research  and  development.   Presently  available
capacity  with  the  Company's  current  contract manufacturer is
expected  to  allow  for  an approximate increase of 80% over the
capacity being used as of June 30, 2002.

                              -14-
<PAGE>
           IGENE Biotechnology, Inc. and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (continued)

Cost of sales and gross profit (continued)

     The preceding  resulted in cost of  sales  for  the  quarter
ended   June  30,  2002  and  2001  of  $603,981  and   $914,442,
respectively, a decrease of $310,461 or 34%.  Cost of  sales  for
the  six months ended June 30, 2002 and 2001 were $1,034,461  and
$1,326,561, respectively, a decrease of $292,100 or 22%.

     The quarter ended June 30, 2002 Igene recorded gross  profit
of $125,296 for Nutraceuticals as a result of $455,753 in cost of
sales.   For  the  six months ended June 30, 2002 Igene  recorded
gross  profit  of  $313,969 for Nutraceuticals  as  a  result  of
$822,437 in cost of sales.  This is a gross profit of 22% and 28%
as  a  percentage of sales respectively.  This is a new  business
line for Igene, which it added along with the 2001 acquisition of
ProBio  Nutraceuticals.   During 2002 the company established  in
Norway  an  encapsulation  plant to be used  to  reduce  bottling
costs.

     Profit for  subsequent quarters are expected to continue  to
increase in total, maintaining the same profit percentage, but no
subsequent trend is seen. However, there can be no assurance that
these, or any increases in sales will occur, or that they will be
material.

Marketing and selling expenses

     Marketing  expenses  are expected to continue  to  increase,
since  to  achieve continuing and increasing sales, and to  enter
other markets for both AstaXin(R) and Nutraceuticals, the Company
will need to make additional marketing efforts for both products.
These  additional  expenses are expected to be  funded  by  gross
profits  from  product sales, however, there can be no  assurance
that  these sales will occur, that they will be material or  that
gross  profits will result.  Marketing and selling  expenses  for
the  quarter  ended June 30, 2002 were $334,596, an  increase  of
$13,691,  or  4%  over  the  marketing and  selling  expenses  of
$320,905  for  the quarter ended June 30, 2001.    Marketing  and
selling  expenses for the six month period ended  June  30,  2002
were $582,874, an increase of $117,790, or 25% over the marketing
and  selling expenses of $465,084 for the six month period  ended
June 30, 2001.

Research, development and pilot plant expenses

     Research, development and pilot plant expenses are  expected
to continue to increase in the near term in support of increasing
the    efficiency   of   the   manufacturing   process    through
experimentation  in  the Company's pilot  plant,  development  of
higher  yielding strains of yeast and other improvements  in  the
Company's AstaXin(R)  and  Nutraceuticals  technology.   For  the
quarters  ended  June  30,  2002 and 2001,  these  expenses  were
$191,333  and $118,277, respectively, an increase of  $73,056  or
62%.    For six-month periods ended June 30, 2002 and 2001, these
expenses were $371,724 and $225,612, respectively, an increase of
$146,112  or 65%.  However, there can be no assurance  that  such
improvements in efficiency and yield will continue to  occur,  or
that  they will be material.  These expenses are expected  to  be
funded  through  additional  funding from  stockholders,  and  by
profitable operations, if profitable operations occur.

Operating expenses

     General and  administrative expenses for the quarters  ended
June  30, 2002 and 2001 were $155,003 and $133,179, respectively,
an  increase  of  $21,824  or  16%.  General  and  administrative
expenses  for the six-month periods ended June 30, 2002  and  2001
were $490,692 and $255,577, respectively, an increase of $235,115
or  92%.   This  increase  results from the  purchase  of  ProBio
Nutraceuticals,  the  additional  management  received  incurring
additional  management  compensation expense,  and  the  overhead
incurred,  as  well  as increases in cost of insurance  coverage,
increased  legal  fees  and  administrative  travel  due  to  the
expansion  of  the Company.  General and administrative  expenses
are  expected to continue at the current rate in the near future.
These  expenses  are expected to be funded by additional  funding
from  stockholders, and by profitable operations,  if  profitable
operations  occur.   However, we can provide no  assurances  that
such  additional  funding  will become  available  or  that  such
funding, if any, will be available upon terms favorable to us.






                              -15-
<PAGE>
           IGENE Biotechnology, Inc. and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (continued)

Litigation expenses

     Management expects  to ultimately recover  some  portion  of
litigation  expenses  previously incurred, which  are  associated
with  the suit filed against the Company by ADM and the Company's
counterclaim,   through  damage  awards  and  to   preserve   the
commercial product  rights associated with  AstaXin(R).  However,
there  can  be no assurance that the Company will receive  damage
awards  or  that  it's  rights will be  preserved.   The  Company
incurred  no litigation expenses for the six-month periods  ended
June  30,  2002 and 2001. Expenses associated with this  on-going
litigation  decreased, as compared to the first two  quarters  in
the  prior  year,  since a stay on all discovery has remained  in
effect  while a court appointed expert analyzes the yeast product
of  both  parties to the suit.  Costs of litigation will continue
in the future based on management's continuing assessments of the
potential costs and benefits of various litigation strategies and
alternatives.  These  expenses  are  expected  to  be  funded  by
additional  funding  from stockholders.   A range  of  reasonably
possible losses from the litigation cannot be estimated  at  this
time,  and  accordingly, no liability has been reflected  in  the
June 30, 2002 financial statements.

Interest expense (net of interest income)

     Interest expense (net of interest income) for  the  quarters
ended   June  30,  2002  and  2001 were  $288,461  and  $240,099,
respectively, an increase of $48,362 or 20%.    Interest  expense
(net of interest income) for the six month periods ended June 30,
2002  and  2001  were  $506,602 and  $427,847,  respectively,  an
increase  of  $78,755 or 18%.    This interest  expense  (net  of
interest income) 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
debenture  in  both periods, and has increased due  to  increased
financing from directors.

Net loss and basic and diluted net loss per common share

     As a  result  of  the  foregoing, the Company  reported  net
losses  of $787,414 and $627,377, respectively, for the  quarters
ended June 30, 2002 and 2001, an increase in the loss of $160,037
or  26%.   This represents a loss of $.01 per basic  and  diluted
common  share  in each of the quarters ended June  30,  2002  and
2001.   The  Company  reported  net  losses  of  $1,503,649   and
$1,153,138,  respectively, for the six-month periods  ended  June
30,  2002 and 2001, an increase in the loss of $350,511  or  30%.
This represents a loss of $.02 per basic and diluted common share
in  each  of the six-month periods ended June 30, 2002 and  2001.
The   weighted   average  numbers  of  shares  of  common   stock
outstanding of 76,207,730 and  62,376,519, for the periods  ended
June   30,  2002  and  2001,  respectively,  have  increased   by
13,831,211  shares.   This resulted from the issuance  of  80,000
shares  in  lieu of interest payment on a subordinated debenture,
the issue of 8,000,000 shares of stock related to the purchase of
ProBio,  the issuance of 300,666 shares of common stock  pursuant
to  the  exercise of employee stock options, and the issuance  of
7,511,787 shares to its manufacturer as regards the manufacturing
agreement.   The  weighting  of the last  issuance  of  1,311,750
shares to its manufacturer will have only a minimal effect on the
weighted average number of shares of common stock outstanding  as
they were not issued until the end of June, 2002.

Financial Position
__________________

     During  the six-month periods ended June 30, 2002 and  2001,
the  following  actions  also materially affected  the  Company's
financial position:

   -  Igene  increased  inventory from manufacture during the six
      month period ended June 30, 2002 by $791,899.

   -  The  carrying  value  of  redeemable  preferred  stock  was
      increased   and   paid-in   capital   available  to  common
      shareholders was decreased by $8,450, reflecting cumulative
      unpaid dividends on redeemable preferred stock.

   -  Due  to  increased  activity  in  preparation for increased
      production,  prepaid  expenses  and  other  current  assets
      increased  by  $277,263 for the six-month period ended June
      30, 2002.

   -  Accounts receivable collections during the six-month period
      ended  June  30,  2002  provided  $221,359  in  cash to the
      Company.


                              -16-
<PAGE>
           IGENE Biotechnology, Inc. and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (continued)


Financial Position  (continued)
_______________________________

   -  Due  to  the  build-up  of  inventory, accounts payable and
      accrued   expenses   increased by   $1,003,797  during  the
      six-month period ended June 30, 2002.


     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, 2002, total dividends  in  arrears  on
Igene's preferred stock total $232,364 ($8.80 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,  2002,
Igene  had  working  capital  of  $81,033,  and  cash  and   cash
equivalents of $301,441.

    Cash  used  by  operating  activities  during  the  six-month
periods  ended  June 30, 2002 and 2001 amounted to  $875,540  and
$866,387, respectively, an increase in cash used of $9,153.

    Cash  used  by  investing activities increased  by  $466,561,
from  $52,545  for the six-month period ended June  30,  2001  to
$519,106 for the six-month period ended June 30, 2002.  This  was
mostly as a result of increased capital expenditures, mainly  the
creation of an encapsulation plant in Norway to be used to reduce
the  cost  of  bottling  product as part  of  the  Nutraceuticals
operation.

    Cash  provided by financing activities increased by  $259,496
from  $1,042,104 for the six-month period ended June 30, 2001  to
$1,301,600  for  the  six-month  period  June,  2002.   Financing
activities  consisted principally of notes from  directors.   For
the   six-month  periods  ended  June  30,  2002  and  2001,  the
contributions were $1,000,000 and $1,050,000, respectively.   The
increase in funding over the prior period is due mainly to  loans
received to finance the creation of the encapsulation plant to be
used  to  reduce  the cost of bottling product  as  part  of  the
Nutraceuticals operation.

    Over  the  next twelve months, Igene believes  it  will  need
additional working capital.  Igene hopes to achieve profits  from
sales  of  AstaXin(R) and Nutraceuticals,  but additional funding
will also  be  required to finance increased customer receivables
and  inventory  levels  caused  by   expansion   of   sales   and
manufacturing.  However, there can be no assurance that projected
profits, if any, from sales, or projected additional funding from
directors  will  be  available  to  Igene  to  fund its continued
operations.

     The  Company  does  not believe that  inflation  has  had  a
significant impact on its operations during the six-month periods
ended June 30, 2002 and 2001.

















                              -17-
<PAGE>
           IGENE Biotechnology, Inc. and Subsidiaries
                             PART II
                        OTHER INFORMATION

Item 1.  Legal Proceedings

     Archer   Daniels  Midland,  Inc.  ("ADM")  has  sued  Igene,
     alleging   patent  infringement  and  requesting  injunctive
     relief  as  well as an unspecified amount of  damages  (suit
     filed  July  21, 1997, U.S. District Court, Baltimore,  MD).
     Igene  has filed a $300,450,000 counterclaim concerning  the
     theft of trade secrets (counter claim filed August 4, 1997).
     The  court  denied ADM's request for preliminary  injunctive
     relief.   Mediation efforts during 1999 did not resolve this
     dispute, which has been returned to the court for a judicial
     disposition. Presently, a stay on all discovery  remains  in
     effect  while  a court-appointed expert analyzes  the  yeast
     products  of both parties.  Igene believes that  it  is  not
     probable  that  this dispute will result in  an  unfavorable
     outcome  to  Igene.   Accordingly,  no  liability  has  been
     reflected  in the March 31, 2002 balance sheet. Nonetheless,
     should  ADM prevail, Igene could be liable for damages,  and
     Igene  could also lose the right to use a particular  strain
     of  yeast.  However, Igene expects that this will not affect
     Igene's  ability  to  make and sell its product, AstaXin(R).
     The  Company  had  expenses of $-0-, in the six months ended
     June 30, 2002 and 2001 relating to this on-going litigation.

Item 2.  Changes in Securities and Use of Proceeds.

     Limitation on Payment of Dividends
     __________________________________

     Dividends  on Common Stock are currently prohibited  because
     of  the  preferential rights of holders of Preferred  Stock.
     The  Company has paid no cash dividends on its Common  Stock
     in  the  past  and  does not intend to declare  or  pay  any
     dividends on its Common stock in the foreseeable future.

     Sales of Unregistered Securities
     ________________________________

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

     During   the  course  of  2000  and  2001,  Fermic,  Igene's
     manufacturing agent, earned 5,043,019 shares of common stock
     as  part  of the manufacturing agreement.  They are able  to
     earn  up to 20,000,000 shares throughout the course  of  the
     contract.   The 5,043,019 shares were earned at  an  average
     price  of $.06 per share over the period and issued  at  the
     end  of  2001.  During the six months ended June  30,  2002,
     Fermic  earned an additional  2,468,768, shares,  they  have
     been  issued pursuant to this agreement at an average  price
     of  $.04  per  share or $97,209, which has been included  as
     cost  of manufacturing.  Any future shares earned by  Fermic
     will be issued on a quarterly basis. Igene relied on Section
     4(2) of the Securities Act of 1933, as amended, to issue the
     shares to Fermic without registration under that act.  Igene
     relied on the representations and warranties of Fermic  made
     in    the    manufacturing   agreement   in   claiming   the
     aforementioned exemption.

     As  of  August 13, 2002,  the Board of Directors, in further
     attempts   to   ascertain   a   manufacturing  partner,  has
     authorized retention of the services  of  Mr. Martin Gerson.
     The  expected term of the service will be for two (2) years.
     In compensation for this service, Mr. Gerson will be awarded
     12,000,000 shares of Igene common stock.  It is expected the
     12,000,000 shares will  be  awarded  in  the  third  quarter
     and they will be expensed at market value as compensation at
     the time of the award.
                              -18-
<PAGE>
           IGENE Biotechnology, Inc. and Subsidiaries
                             PART II
                        OTHER INFORMATION
                           (continued)


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  June  30,
     2002,  total dividends in arrears on the Company's preferred
     stock  total $232,364 ($8.80 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.

     At the annual meeting of stockholders held on July 16, 2002,
     the  following matters were submitted to stockholders'  vote
     and  were approved by the requisite number of votes: (1) the
     election  of all eight directors of the Company:  Joseph  C.
     Abeles,  John  A.  Cenerazzo,  Stephen  F.  Hiu,  Thomas  L.
     Kempner,  Michael G. Kimelman, Sidney R. Knafel, Patrick  F.
     Monahan; and Stein G. Ulve; and (2) the ratification of  the
     appointment   of   Stegman  &  Company  as   the   Company's
     independent auditors for the fiscal year ending December 31,
     2002.


     Results of the voting were as follows:
<TABLE>
<CAPTION>
                                                        Votes                        Broker
                                         Votes          Against or     Votes         Non-
                                         For            Withheld       Abstained     Votes
                                         __________     __________     _________     ______
     <S>                                 <C>            <C>            <C>           <C>
     (1)  Election of Directors
          Joseph C. Abeles               55,417,268      219,650       ---           ---
          John A. Cenerazzo              55,417,268      219,650       ---           ---
          Stephen F. Hiu                 55,417,268      219,650       ---           ---
          Thomas L. Kempner              55,417,268      219,650       ---           ---
          Michael G. Kimelman            55,417,268      219,650       ---           ---
          Sidney R. Knafel               55,417,268      219,650       ---           ---
          Patrick F. Monahan             55,417,268      219,650       ---           ---
          Stein G. Ulve                  55,417,268      219,650

      (2) Ratification of Auditors       55,394,368      171,200       71,350        ---
</TABLE>

Item 5.  Other Information

     Subsequent to the election of the Board of Directors, Joseph
     C.   Abeles  and  John  A.  Cenerazzo  have  tendered  their
     statement of resignation from their positions on the  board,
     effective immediately.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Exhibit 99  -- Certification of Chief Executive Officer
          pursuant to 18 U.S.C. SECTION 1350.

          Exhibit 99  -- Certification of Chief Financial Officer
          pursuant to 18 U.S.C. SECTION 1350.

      (b) Reports on Form 8-K

          None









                              -19-
<PAGE>
                           SIGNATURES


     In accordance with the requirements of the Exchange Act, the
     registrant caused this report to be signed on its behalf  by
     the undersigned, thereunto duly authorized.



                                IGENE Biotechnology, Inc.
                                _________________________________
                                (Registrant)




     Date  August 14, 2002      By: /s/STEPHEN F. HIU
           _______________          _____________________________
                                       STEPHEN F. HIU
                                       President



     Date  August 14, 2002      By: /s/EDWARD J. WEISBERGER
           _______________          _____________________________
                                       EDWARD J. WEISBERGER
                                       Chief Financial Officer




































                             -20-