SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 10549
                            FORM 10-QSB/A
                          (Amendment No.1)


(Mark One)

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

          For the quarterly period ended September 30, 2003
                                         __________________

[ ]    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:
101,732,453  shares as of July 27, 2005.
_______________________________________

Transitional Small Business Disclosure Format (check one):

Yes   [ ]          No   [x]

<PAGE>

Explanatory Note:

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

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

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

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

The classification of the Company's preferred stock as liabilities in
accordance with Statement of Financial Accounting Standards  No.  150
"Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity" ("FASB 150"), which became effective  in
the  third  quarter of 2003.  Amounts previously treated as dividends
have been classified as interest expense.

In addition, the restatement includes a $120,000 accrual of dividends
on preferred shares, Series B, which was not originally accrued until
year  end  as  part of a $150,000 dividend accrual.  It will  now  be
reflected as $90,000 in the second quarter and $30,000 in each of the
subsequent  quarters, recognizing the quarterly amounts  through  the
year  rather  than reflecting the entire accrual  at  year  end.   In
accordance with FASB 150, the dividends accrued in the third  quarter
2003 and thereafter have been reclassified to interest expense.  This
reclassification reduces income by $34,096.

For  the convenience of the reader, this Form 10-QSB/A sets forth the
Form  10-QSB originally filed with the SEC on November 14, 2003  (the
"Form  10-QSB")  in its entirety.  However, this Form  10-QSB/A  only
amends and restates Items [1 and 2 of Part I] of the Form 10-QSB,  in
each case, solely as a result of, and to reflect the Restatement  and
no  other  information  in the Form 10-QSB is  amended  hereby.   The
foregoing  items  have  not  been updated  to  reflect  other  events
occurring  after the original filing date of the Form  10-QSB  or  to
modify or update those disclosures affected by subsequent events.  In
addition, pursuant to the rules of the SEC, Item 6 of Part II of  the
Form   10-QSB   has   been   amended   to   contain   currently-dated
certifications from the Company's Chief Executive Officer  and  Chief
Financial  Officer,  as  required by Sections  302  and  906  of  the
Sarbanes-Oxley  Act  of 2002.  The certifications  of  the  Company's
Chief  Executive Officer and Chief Financial Officer are attached  to
this Form 10-QSB/A as Exhibits 31(a), 31(b), 32(a) and 32(b).

<PAGE>

Except  for  the  foregoing amended information, this  Form  10-QSB/A
continues to speak as of the original filing date of the Form 10-QSB,
and  the  Company has not updated the disclosure contained herein  to
reflect events that occurred at a later date.  Other events occurring
after the filing of the Form 10-QSB or other disclosures necessary to
reflect  subsequent events are addressed, or will  be  addressed,  in
subsequent filings with the SEC.





<PAGE>




                            FORM 10-QSB/A
                      IGENE Biotechnology, Inc.


                                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 .............. 11-15

     Management's Discussion and Analysis of Financial
     Conditions and Results of Operations .................... 16-21

PART II  -  OTHER INFORMATION ................................ 22-24

SIGNATURES ...................................................    25

EXHIBIT INDEX ................................................    26


<PAGE>

                      IGENE BIOTECHNOLOGY, INC.

             QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

               OF THE SECURITIES EXCHANGE ACT OF 1934
<PAGE>

                               PART I

                        FINANCIAL INFORMATION
<PAGE>

Item 1. Financial Statements

<TABLE>

                               IGENE Biotechnology, Inc.  and Subsidiaries
                                       Consolidated Balance Sheets

<CAPTION>
                                                                    September 30,      December 31,
                                                                            2003              2002
                                                                    _____________     _____________
                                                                     (Unaudited)
<S>                                                                 <C>               <C>
ASSETS
CURRENT ASSETS

  Cash and cash equivalents                                         $     26,849      $    497,711
  Accounts receivable (net of allowances of $24,000 in 2002)             124,341           528,065
  Inventory                                                                  ---           374,709
  Prepaid expenses and other current assets                              100,157           192,993
  Assets to be disposed of                                                   ---           628,326
  Deferred costs, current portion                                            ---            74,160
                                                                    _____________     _____________

                                                                         251,347         2,295,964


OTHER ASSETS
  Property and equipment, net                                            172,468           196,258
  Deferred costs, net of current portion                                     ---           187,753
  Investment in and advances to Joint Venture                             26,560               ---
  Equipment deposits                                                         ---           199,685
  Loans receivable from manufacturing agent                              211,925           324,405
  Other assets                                                             4,886             5,188
                                                                    _____________     _____________

     TOTAL ASSETS                                                   $    667,186      $  3,209,253
                                                                    =============     =============



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

                               -5-
<TABLE>
                               IGENE Biotechnology, Inc. and Subsidiaries
                                       Consolidated Balance Sheets
                                               (continued)
<CAPTION>
                                                                    September 30,      December 31,
                                                                            2003              2002
                                                                    _____________     _____________
                                                                     (Unaudited)
<S>                                                                 <C>               <C>

LIABILITIES, REDEEMABLE PREFERED STOCK
  AND STOCKHOLDERS'DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses                             $     77,674      $    595,646
  Notes payable - directors                                                  ---           250,000
  Liabilities to be disposed of                                              ---           655,763
  Equipment lease payable                                                  2,322             3,590
                                                                    _____________     _____________

     TOTAL CURRENT LIABILITIES                                            79,996         1,504,999

LONG-TERM LIABILITIES
  Notes payable                                                        6,043,659         6,043,659
  Convertible debentures                                               4,814,212         4,814,212
  Equipment lease payable, net of current portion                            ---             1,205
  Accrued interest                                                     3,227,904         2,700,865
                                                                    _____________     _____________

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred
     stock, 8% cumulative, convertible,
     voting, series A, $.01 par value per
     share. Stated value was $ 17.60
     and $17.12, respectively.  Authorized 1,312,500
     shares, issued 25,605 and 26,155 shares, respectively.              450,648           447,774
                                                                    _____________     _____________

  Carrying amount of redeemable preferred stock,
    8% cumulative, convertible, voting, series B,
    $.01 par value per share.  Stated value was $8.64 and
    $8.00 per share, respectively.
    Authorized, issued and outstanding 187,500 shares.
    Redemption amount $1,620,000 at September 30, 2003.                1,620,000         1,500,000
                                                                    _____________     _____________

     TOTAL LIABILITIES                                                16,237,419        17,012,714
                                                                    _____________     _____________

STOCKHOLDERS'DEFICIT
  Common stock --- $.01 par value per share.
     Authorized 750,000,000 shares;
     issued and outstanding 88,011,387
     and 92,943,746 shares, respectively.                                880,114           929,437
  Additional paid-in capital                                          22,229,711        22,387,604
  Deficit                                                            (38,679,058)      (37,120,502)
                                                                    _____________     _____________

     TOTAL STOCKHOLDERS'DEFICIT                                      (15,569,233)      (13,803,461)
                                                                    _____________     _____________

     TOTAL LIABILITIES AND
       STOCKHOLDERS' DEFICIT                                        $    667,186      $  3,209,253
                                                                    =============     =============

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

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

<CAPTION>
                                                                 Three months ended                    Nine months ended
                                                            ______________________________     ______________________________
                                                            September 30,    September 30,     September 30,    September 30,
                                                                    2003             2002              2003             2002
                                                            _____________    _____________     _____________    _____________
<S>                                                         <C>              <C>               <C>              <C>
REVENUE
_______

  Sales - AstaXin(R)                                        $        ---     $  1,240,278      $    463,486     $  2,409,193
  Cost of sales - AstaXin(R)                                         ---        1,136,670           444,946        2,171,311
                                                            _____________    _____________     _____________    _____________

     GROSS PROFIT                                                    ---          103,608            18,540          237,882
                                                            _____________    _____________     _____________    _____________

OPERATING EXPENSES
__________________

  Marketing and selling                                           57,265          133,635           277,120          405,052
  Research, development and pilot plant                          198,195          162,540           576,596          484,557
  General and administrative                                     172,804          540,674           557,131          928,669
  Litigation expense                                              75,610              ---            75,610              ---
  Less expenses reimbursed by Joint Venture                     (327,310)             ---          (891,691)             ---
                                                            _____________    _____________     _____________    _____________

          TOTAL OPERATING EXPENSES                               176,564          836,849           594,766        1,818,278
                                                            _____________    _____________     _____________    _____________

          OPERATING LOSS                                        (176,564)        (733,241)         (576,226)      (1,580,396)
                                                            _____________    _____________     _____________    _____________

EQUITY IN EARNINGS(LOSS)OF UNCONSOLIDATED SUB                   (222,000)             ---          (569,000)             ---
INTEREST EXPENSE                                                (267,635)        (300,520)         (650,767)        (824,011)
                                                            _____________    _____________     _____________    _____________

     NET LOSS FROM CONTINUING OPERATIONS                        (666,199)      (1,033,761)       (1,795,993)      (2,404,407)
                                                            _____________    _____________     _____________    _____________

DISCONTINUED OPERATIONS
_______________________

Net loss from discontinued operations                                ---         (207,629)              ---         (340,632)
Gain on disposal of discontinued operations                          ---              ---           237,437              ---
                                                            _____________    _____________     _____________    _____________

     NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS                  ---         (207,629)          237,437         (340,632)
                                                            _____________    _____________     _____________    _____________

     NET LOSS                                               $   (666,199)    $ (1,241,390)     $ (1,558,556)    $ (2,745,039)
                                                            _____________    _____________     _____________    _____________

BASIC AND DILUTED NET LOSS PER COMMON SHARE
     FROM CONTINUING OPERATIONS                             $      (0.01)    $      (0.01)     $      (0.02)    $      (0.03)
                                                            _____________    _____________     _____________    _____________

BASIC AND DILUTED NET LOSS PER COMMON SHARE
     FROM DISCONTINUED OPERATIONS                           $      (0.00)    $      (0.00)     $      (0.00)    $      (0.00)
                                                            _____________    _____________     _____________    _____________

BASIC AND DILUTED NET LOSS PER COMMON SHARE                 $      (0.01)    $      (0.01)     $      (0.02)    $      (0.03)
                                                            =============    =============     =============    =============


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

</TABLE>

                               -7-
<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, 2002                                              26,405      $    435,154

Cumulative undeclared dividends
  on redeemable preferred stock                                            ---            12,674

Exercise of employee stock options                                         ---               ---

Exercise of warrants                                                       ---               ---

Net loss for the nine months ended September 30, 2002                      ---               ---
                                                                  _____________     _____________

Balance at September 30, 2002                                           26,405      $    447,828
                                                                  =============     =============

Balance at January 1, 2003                                             213,655      $  1,947,774

Cumulative undeclared dividends
  on redeemable preferred stock                                            ---            98,194

Cumulative undeclared dividends
  on redeemable preferred stock
  classified as interest                                                   ---            34,096

Conversion of preferred common stock                                      (550)           (9,416)

Exercise of warrants                                                       ---               ---

Net loss for the nine months ended
  September 30, 2003                                                       ---               ---
                                                                  _____________     _____________

Balance at September 30, 2003                                          213,105      $  2,070,648
                                                                  =============     =============


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

</TABLE>

                               -8-
<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, 2002                    75,848,600    $ 758,486   $ 22,188,836   $(33,930,523)           ---   $(10,983,201)

Cumulative undeclared dividends
  on redeemable preferred stock                      ---          ---        (12,674)           ---            ---        (12,674)

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

Issuance of common stock in
  lieu of cash in payment for
  consulting fee                              12,000,000      120,000        180,000            ---            ---        300,000

Shares issued for manufacturing agreement      3,064,496       30,645         78,478            ---            ---        109,124

Comprehensive loss:

  Net loss for the nine months ended
    September 30, 2002                               ---          ---            ---     (2,745,038)           ---     (2,745,038)

Other comprehensive income-
  Foreign currency translation                       ---          ---            ---            ---         98,313         98,313

     Total comprehensive loss                        ---          ---            ---            ---            ---     (2,646,725)
                                             ____________   __________  _____________  _____________  _____________  _____________

Balance at September 30, 2002                 90,953,096    $ 909,531   $ 22,524,240   $(36,675,561)  $     98,313   $(13,143,477)
                                             ============   ==========  =============  =============  =============  =============

Balance at January 1, 2003                    92,943,746    $ 929,437   $ 22,387,604   $(37,120,502)           ---   $(13,803,461)

Cumulative undeclared dividends
  on redeemable preferred stock                      ---          ---        (98,194)           ---            ---        (98,194)

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

Shares received and retired in
   ProBio Sale                                (7,000,000)     (70,000)      (140,000)           ---            ---       (210,000)

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

Shares issued for manufacturing agreement      2,066,541       20,666         70,896            ---            ---         91,562

Net loss for the nine months ended
  September 30, 2003                                 ---          ---            ---     (1,558,556)           ---     (1,558,556)
                                             ____________   __________  _____________  _____________  _____________  _____________

Balance at September 30, 2003                 88,011,387    $ 880,114   $ 22,229,711   $(38,679,058)  $        ---   $(15,569,233)
                                             ============   ==========  =============  =============  =============  =============



The accompanying notes are an integral part of the financial statements.
</TABLE>
                               -9-
<TABLE>
                              IGENE Biotechnology, Inc. and Subsidiaries
                                 Consolidated Statements of Cash Flows
                                            (Unaudited)
<CAPTION>

                                                                               Nine months ended
                                                                      ___________________________________
                                                                       September 30,       September 30,
                                                                               2003                2002
                                                                      _______________     _______________
<S>                                                                   <C>                 <C>
Cash flows from operating activities
     Net loss                                                         $   (1,558,556)     $   (2,745,038)
     Adjustments to reconcile net loss to net cash used
     by operating activities:
        Depreciation                                                          16,596              39,647
        Amortization                                                          54,729              87,386
        Consulting cost paid in shares of common stock                           ---             300,000
        Foreign currency translation adjustment                                  ---              98,313
        Manufacturing cost paid in shares of common stock                     91,562             109,122
        Interest on debenture paid in shares of common stock                     ---              90,000
        Equity in earnings (loss) of unconsolidated sub                      569,000                 ---
        Decrease (increase) in:
          Accounts receivable                                                403,724            (228,819)
          Inventory                                                          374,709            (162,876)
          Prepaid expenses and other current assets                          264,478              36,415
        Increase (decrease) in:
          Accounts payable and accrued expenses                             (199,703)            929,520
                                                                      _______________     _______________

          Net cash provided by/(used in)operating activities                  16,539          (1,446,330)
                                                                      _______________     _______________

Cash flows from investing activities
     Advances to joint venture                                              (278,691)                ---
     Capital (expenditures) & sales                                            7,194            (204,074)
                                                                      _______________     _______________

          Net cash used by investing activities                             (271,497)           (204,074)
                                                                      _______________     _______________

Cash flows from financing activities
     Proceeds (repayment) from borrowing                                    (250,000)          1,300,000
     Increase in preferred stock for the cumulative dividend
        classified as interest                                                34,096                 ---
     Proceeds of long-term debt                                                  ---              (1,733)
                                                                      _______________     _______________

     Net cash (used) provided by financing activities                       (215,904)          1,298,267
                                                                      _______________     _______________

     Net decrease in cash and cash equivalents                              (470,862)           (352,137)

     Cash and cash equivalents at beginning of period                        497,711             394,487
                                                                      _______________     _______________

     Cash and cash equivalents at end of period                       $       26,849      $       42,350
                                                                      ===============     ===============

Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                                $       72,964      $       67,973
Cash paid for income taxes                                                       ---                 ---

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


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

</TABLE>

                              -10-

            IGENE Biotechnology, Inc. and Subsidiary
                  Notes to Financial Statements


(1)  Unaudited consolidated financial statements

     The  September  30, 2003, 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 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, 2002.

(2)  Noncash investing and financing activities

     During  the nine months ended September 30, 2003  and  2002,
     the Company recorded in each quarter dividends in arrears on
     8%  redeemable preferred stock cumulating at $.48 per  share
     aggregating  $12,290 and $12,674 respectively, on  Series  A
     preferred  stock and during the nine months ended  September
     30,  2003  Igene recorded dividends in arrears of  $.64  per
     share  aggregating  $120,000 on Series  B  preferred  stock,
     which  has been removed from paid-in capital  for the  first
     and  second quarter and recorded as interest expense in  the
     third  quarter  and included in the carrying  value  of  the
     redeemable preferred stock. In accordance with FASB 150, the
     dividends  accrued in the third quarter 2003 and  thereafter
     have   been   reclassified   to  interest   expense.    This
     reclassification reduces income by $34,096.

     During  the  nine  months ended June 30, 2003,  the  Company
     entered  into  a Joint Venture Agreement with  Tate  &  Lyle
     Fermentation  Products Ltd.  ("Tate") Pursuant  to  a  Joint
     Venture  Agreement, the Company and Tate agreed  to  form  a
     joint  venture (the "Joint Venture") to manufacture,  market
     and  sell Astaxanthin and derivative products throughout the
     world  for  all  uses  other  than  as  a  Nutraceutical  or
     otherwise  for  direct human consumption.  Tate  contributed
     $24,600,000 in cash to the Joint Venture, while the  Company
     transferred to the Joint Venture its technology relating  to
     the  production  of Astaxanthin and assets related  thereto.
     These  assets will continue to be used by the Joint  Venture
     in the same manner as historically used by the Company.  The
     Company and Tate each have a 50% ownership interest  in  the
     Joint  Venture  and equal representation  on  the  Board  of
     Directors  of  the  Company.  The  value  of  the  Company's
     investment  in  the Joint Venture has been  recorded  at  an
     amount   equal   to  the  book  value  of  the  Registrant's
     consideration  contributed  at the  creation  of  the  Joint
     Venture.   As  the  cost  of  the Company's  technology  and
     intellectual property has been previously expensed and has a
     carrying amount of zero, the investment in the Joint Venture
     has  been  initially recorded with a book value of $316,869,
     which    represents   the   unamortized   production   costs
     contributed  to  the  Joint Venture.   In  addition  to  the
     Company's  initial  investment in  the  Joint  Venture,  the
     Company has made $278,691 in advances to the Joint Venture.

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

     During the nine months ended September 30, 2003, the Company
     extended  scheduled repayment on demand notes of  $6,043,659
     and  related accrued interest of $2,865,810 until March  31,
     2006.

     During  the nine months ended September 30, 2002 the Company
     issued  40,000 shares of common stock 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.  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.


                              -11-

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

(2)  Noncash investing and financing activities - continued

     During  the  nine  months ended September  30,  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.

     During  the nine months ended September 30, 2002, the  Board
     of  Directors,  in an attempt to ascertain  a  manufacturing
     partner, authorized retention of the services of Mr.  Martin
     Gerson.   The  expected term of the service is for  two  (2)
     years.   In  compensation for this service, Mr.  Gerson  was
     awarded 12,000,000 shares of Igene common stock.

(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 occur primarily as a  result
     of  the  effect of valuation of the Chilean Peso on  Igene's
     accounts receivables, which are mostly denominated in Pesos.

(4)  Joint Venture

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

     The  Joint Venture is accounted for under the equity method.
     Astaxanthin  revenue is recorded on the books of  the  Joint
     Venture.  Certain costs incurred by Igene are reimbursed  by
     the  Joint Venture.  These reimbursements are reported as  a
     contra  amount  in  the  Operating Expense  section  of  the
     Igene's Consolidated Statements of Operations.

     Igene's  share  of  the  losses in the Joint Venture will be
     recognized only to the  extent of Igene's consideration paid
     for  and  its  consideration  exchanged  for  its  ownership
     portion of the Joint Venture as well as any advances made to
     the   Joint   Venture.     Losses   in   excess  of  Igene's
     consideration and advances will not be recognized in Igene's
     Financial  Statements  but  will be carried forward and will
     offset  future  income  of the Joint Venture, if any.  Igene
     does  not  expect to recognize income from the Joint Venture
     until   all   accumulated   unrecognized  losses  have  been
     eliminated.

(5)  Inventories

     As  part  of  the  Joint  Venture  Agreement,  inventory  is
     maintained  by the Joint Venture.  As a result,  Igene  sold
     the  remainder  of  its inventory and  plans  to  no  longer
     maintain inventory.  December 31, 2002 figures for inventory
     are  stated at lower of cost, on a first-in first-out basis,
     or  market  value;  work  in  process,  and  finished  goods
     represents   product  manufactured  and   held   for   sale.
     Inventory at December 31, 2002 was as follows:

                              -12-

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

<TABLE>
<CAPTION>
                                                December 31,
                                                       2002
                                              ______________
     <S>                                      <C>
     Work-in-process - AstaXin(R)             $      11,308
     Finished goods - AstaXin(R)                    363,401
                                              ______________

          Total inventory                     $     374,709
                                              ==============
</TABLE>

(6)  Stockholders' Equity (Deficit)

     As  of September 30, 2003 and 2002, 51,210 and 52,810 shares
     respectively  of authorized but unissued common  stock  were
     reserved   for  issue  upon  conversion  of  the   Company's
     outstanding preferred stock.

     As  of  September  30, 2003 and 2002, 74,604,500  shares  of
     authorized  but  unissued  common stock  were  reserved  for
     distribution and exercise pursuant to the Company's Employee
     Stock Option Plans.

     As of September 30, 2003, 6,666,666 shares of authorized but
     unissued  common  stock were reserved for  distribution  and
     exercise  pursuant  to a stock option  agreement  with  past
     officers  of the Company, which options shall be  valid  and
     executable until January 22, 2004.

     As of September 30, 2003 and 2002, 17,565,970 and 13,174,478
     shares,  respectively,  of authorized  but  unissued  common
     stock  were  reserved  for  the  conversion  of  outstanding
     convertible  promissory  notes  held  by  directors  of  the
     Company.

     As  of  September  30, 2003 and 2002, 66,427,651  shares  of
     authorized but unissued common stock were reserved  for  the
     conversion  of outstanding convertible promissory  notes  in
     the  aggregate amount of $3,814,212 held by directors of the
     Company.

     As  of  September  30, 2003 and 2002, 10,000,000  shares  of
     authorized but unissued common stock were reserved  for  the
     conversion  of  outstanding  convertible  promissory   notes
     issued as part of the purchase of ProBio.

     As  of  September  30,  2003 and 2002,  198,016,073  shares,
     respectively, of authorized but unissued common  stock  were
     reserved for the exercise of outstanding warrants.

     As  of September 30, 2003 and 2002, 9,629,997 and 11,892,485
     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.

     As  of  September 30, 2002, 40,000 shares of authorized  but
     unissued common stock were reserved for issuance for payment
     of interest on the variable rate subordinated debenture.

(7)  Basic and diluted net loss per common share

     Basic  and  diluted net loss per common share for the  nine-
     month periods ended September 30, 2003 and 2002 is based  on
     87,314,094 and 91,147,995, 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  dividends  in  arrears  on  8%  redeemable
     preferred  stock  cumulating at $.48 per  share  aggregating
     $12,290  and  $12,674 respectively, on  Series  A  preferred
     stock  and during the nine months ended September  30,  2003
     Igene  recorded  dividends  in arrears  of  $.64  per  share
     aggregating $120,000 on Series B preferred stock, which  has
     been  removed from paid-in capital  for the first and second
     quarter  and  recorded  as interest  expense  in  the  third
     quarter and included in the carrying value of the redeemable
     preferred  stock. In accordance with FASB 150, the dividends
     accrued  in the third quarter 2003 and thereafter have  been
     reclassified   to  interest  expense.   This  classification
     reduces income by $34,096.  No adjustment has been made  for
     any  common  stock  equivalents  outstanding  because  their
     effects would be antidilutive.

                              -13-

           Notes to Consolidated Financial Statements
           IGENE Biotechnology, Inc. and Subsidiaries
                           (continued)
 (8) 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.

(9)  Contingency - Litigation

     Previously reported litigation (original lawsuit filed  July
     21, 1997, U.S. District Court, Baltimore, MD) between Archer
     Daniels   Midland,   Inc.  ("ADM")  and   Igene,   involving
     allegations   of   patent  infringement  and   counterclaims
     concerning  the  theft  of trade secrets,  was  resolved  on
     September 29, 2003.  Resolution of the dispute between   ADM
     and   Igene  did  not  result in an unfavorable  outcome  to
     Igene.  Accordingly, no liability has been or is recorded in
     the  balance sheet. Igene will continue to make and sell its
     product, AstaXin(R).

(10) Uncertainty

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $38,500,000  from  inception  to
     September  30,  2003  and  its  liabilities  and  redeemable
     preferred   stock  exceeded  its  assets  by   approximately
     $3,476,000 at that date.  These factors indicate that  Igene
     will  not be able to continue in existence unless it is able
     to   raise   additional   capital  and   attain   profitable
     operations.

     The  continuing  successful marketing  of  Igene's  product,
     AstaXin(R), has permitted Igene the opportunity  to  attract
     additional capital through it's venture with Tate and  Lyle.
     Igene  began  manufacturing  and  selling  AstaXin(R) during
     1998.   Igene   will   aid   the   Joint  Venture  with  the
     manufacturing process, but will focus on research and sales,
     attempting to increase sales and manufacturing levels. Igene
     believes  this  technology  to be highly marketable.   Igene
     hopes to continue increasing sales of AstaXin(R), eventually
     achieving  gross   profits   and,  subsequently,  profitable
     operations,  although  the  achievement of  these  cannot be
     assured.

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

(11) Stock Based Compensation

     The  Company  accounts for such plans under the  recognition
     and   measurement   principles  of  APB  Opinion   No.   25,
     "Accounting  for  Stock  Issued to Employees",  and  related
     interpretations.    No   stock   option    based    employee
     compensation cost is reflected in net income, as all options
     granted  under the plan had an exercise price equal  to  the
     market  value of the underlying common stock on the date  of
     grant.   The following table illustrates the effect  on  net
     income and earnings per share if the Company had applied the
     fair   value  recognition  provisions  of  SFAS   No.   123,
     "Accounting  for  Stock-Based Compensation"  and  disclosure
     provisions  of  SFAS  No. 148, "Accounting  for  Stock-Based
     Compensation-Transition  and  Disclosure",  to   stock-based
     employee  compensation for the three and nine  months  ended
     September 30:

                              -14-

           Notes to Consolidated Financial Statements
           IGENE Biotechnology, Inc. and Subsidiaries
                           (continued)
<TABLE>
<CAPTION>
                                                           Three months ended            Nine months ended
                                                      ____________________________  ____________________________
                                                      September 30,  September 30,  September 30,  September 30,
                                                              2003           2002           2003           2002
                                                      _____________  _____________  _____________  _____________
<S>                                                   <C>            <C>            <C>            <C>
      Net loss:
           As reported                                $   (666,199)  $ (1,241,390)  $ (1,558,556)  $ (2,745,039)
      Less pro forma stock-based employee
           compensation expense determined under fair
           value based method net of related tax
           effects                                        (159,578)      (171,250)      (423,756)      (513,750)
                                                      _____________  _____________  _____________  _____________

      Net loss                                        $   (825,777)  $ (1,412,640)  $ (1,982,312)  $ (3,258,789)
                                                      =============  =============  =============  =============
 Net loss per Share:
          Basic - as reported                         $      (0.01)  $      (0.01)  $      (0.02)  $      (0.03)
          Basic - pro forma                           $      (0.01)  $      (0.01)  $      (0.02)  $      (0.04)

          Diluted - as reported                       $      (0.01)  $      (0.01)  $      (0.02)  $      (0.03)
          Diluted - pro forma                         $      (0.01)  $      (0.01)  $      (0.02)  $      (0.04)

</TABLE>

(12) Recent Accounting Pronouncements

     In  January  2003, the Financial Accounting Standards  Board
     ("FASB") issued Interpretation ("FIN") No. 46 "Consolidation
     of   Variable   Interest  Entities"  which   clarifies   the
     application   of  Accounting  Research  Bulletin   No.   51,
     "Consolidated Financial Statements".  The provision  of  FIN
     No.  46  are  effective July 1, 2003 for  variable  interest
     entities  created  before January  31,  2003.   The  company
     believes  that the implementation of the standard  will  not
     have a material effect on its financial statements.

     In  July  2002,  the  Financial Accounting  Standards  Board
     ("FASB")  issued Statement of Financial Accounting Standards
     No.  146  "Accounting  for  Costs Associated  with  Exit  or
     Disposal Activities" ("SFAS No. 146").  The requirements  of
     SFAS  No.  146  are effective prospectively  for  qualifying
     activities initiated after December 31, 2002.  SFAS No.  146
     applies  to cost associated with an exit activity, including
     restructuring, or with a disposal of long-lived assets.  The
     Statement   had   no  effect  on  the  Company's   financial
     statements.

     In  May 2003, The FASB issued SFAS No. 150, "Accounting  for
     Certain  Financial Instruments with Characteristics of  Both
     Liabilities  and  Equity" ("SFAS No.  150"),  effective  for
     financial instruments entered into or modified after May 31,
     2003.   This statement established standards for classifying
     and    measuring   certain   financial   instruments    with
     characteristics of both liabilities and equity.  It requires
     that  an  issuer  classify a financial  instrument  that  is
     within the scope of the statement as a liability rather than
     as  an  equity, such as obligations that a reporting  entity
     can  or  must settle by issuing its own equity shares.   The
     Company reclassified its preferred stock to liabilities  and
     related  cumulated  dividends were  classified  as  interest
     expense in the third quarter of 2003.


                              -15-

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

(13) Summary of Significant Activity of Joint Venture

     The  following  statement displays the significant  activity
     for  the  joint  venture  for the period  from  the  initial
     investment in the joint venture through September 30,  2003.
     Igene's  50% equity interest in the activity is recorded  in
     Igene's   Financial  Statements  as  equity   in   loss   of
     unconsolidated Joint Venture:

<TABLE>
<CAPTION>
                                                        September 30,
                                                                2003
                                                        _____________
                                                        (Unaudited)
          <S>                                           <C>
          ASSETS
          CURRENT ASSETS
            Cash and cash equivalents                   $    779,000
            Accounts receivable                              273,000
            Inventory                                      1,026,000
                                                        _____________

                                                           2,078,000
          OTHER ASSETS
            Fixed Assets Receivable                       21,614,000
            Intellectual property                         24,614,000
                                                        _____________

               TOTAL ASSETS                             $ 48,306,000
                                                        =============
          LIABILITIES AND EQUITY

          CURRENT LIABILITIES
            Accounts payable and accrued expenses       $    215,000
                                                        _____________

               TOTAL LIABILITIES                             215,000

               Equity                                     48,091,000
                                                        _____________

               TOTAL LIABILITIES AND EQUITY             $ 48,306,000
                                                        =============
</TABLE>

<TABLE>
<CAPTION>
                                                        Period from
                                                        initial investment
                                                        September 30, 2003
                                                        __________________
                                                           (unaudited)
     <S>                                                <C>
     Net Sales                                          $         597,000
     Less: manufacturing cost                                    (536,000)
                                                        __________________

     Gross Profit                                                  61,000
     Less: selling, general and administrative                 (1,213,000)
                                                        __________________

     Operating Loss                                            (1,152,000)
     Interest Income                                               14,000
                                                        __________________

     Net Loss                                           $      (1,138,000)
                                                        ==================

     Igene's 50% equity interest in the net loss        $        (569,000)
                                                        ==================
</TABLE>

     Igene's  share in the net loss in the Joint Venture will  be
     recognized  only  to  the  extent of  Igene's  consideration
     exchanged for it's ownership portion of the Joint Venture as
     well  as any advances made to the Joint Venture.  Losses  in
     excess  of  Igene's consideration and advances will  not  be
     recognized  in  Igene's  Financial Statements  but  will  be
     carried  forward and will offset future income of the  Joint
     Venture, if any.





                              -16-

Item 2. Management's Discussion and Analysis

           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.

Critical Accounting Policies
____________________________

     The  preparation  of our financial statements in  conformity
with   accounting  principles  generally  accepted  in  the  U.S.
requires  management to make judgments, assumptions and estimates
that affect the amounts reported in our financial statements  and
accompanying notes.  Actual results could differ materially  from
those  estimates.  The following are critical accounting policies
important to our financial condition and results presented in the
financial statements and require management to make judgments and
estimates that are inherently uncertain:

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

     Legal   proceedings   as   discussed  in  Item   1,   "Legal
Proceedings,"  in  Part II have not resulted  in  an  unfavorable
outcome  to Igene.  Accordingly, no liability has been  reflected
in the September 30, 2003 balance sheet.

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

     The  Joint  Venture as referred to in the  following  Recent
Developments paragraph, will enter into a lease of real  property
with  an affiliate of Tate & Lyle in Selby, England upon which  a
new  manufacturing facility will be constructed and  operated  by
the  Joint Venture.  The Joint Venture is accounted for under the
equity  method  of accounting as the company has a 50%  ownership
interest.

Recent Developments
___________________

     On March 18, 2003, Igene Biotechnology, Inc. (the "Company")
entered into a Joint Venture Agreement (the "JV Agreement")  with
Tate & Lyle Fermentation Products Ltd. ("Tate").  Pursuant to the
JV Agreement, the Company and Tate agreed to form a Joint Venture
(the "Joint Venture") to manufacture, market and sell Astaxanthin
and  derivative products throughout the world for all uses  other
than   as   a   Nutraceutical  or  otherwise  for  direct   human
consumption.   Tate has contributed $24,614,000 in  cash  to  the
Joint  Venture, while the Company has contributed  to  the  Joint
Venture  its technology relating to the production of Astaxanthin
and  assets  related thereto.  These assets will continue  to  be
used  by  the  Joint Venture in the same manner as  used  by  the
Company.  Each of Igene and Tate has a 50% ownership interest  in
the  Joint Venture and has equal representation on the  Board  of
Directors of the Joint Venture Company.

                              -17-

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

Results of Operations
_____________________

Sales and other revenue

    As  part  of  the Joint Venture agreement, all further  sales
are  recognized  through the venture company.   Therefore,  Igene
recorded  no  sales  of  AstaXin(R)  during  the  quarter   ended
September 30, 2003.  Sales of AstaXin(R) during the quarter ended
September  30  2002, were $1,240,278.  Sales  for  the nine month
period ended September  30,  2003  and  2002, were  $463,486  and
$2,409,193,  respectively,  a  decrease  of  $1,945,707 or 80.7%.
Sales   had   been  limited  in   the   past   quarters   due  to
insufficient production quantity.  However, the primary cause for
the decreased sales for the nine month period ended September 30,
2003  as  compared  with the  comparable nine month period ending
September 31,  2002, is that,  as  of  June, 2003, Igene had sold
its remaining  inventory  in  anticipation  of  the  consummation
of  the  JV  Agreement.  Management  anticipates  that  the joint
venture with Tate  &  Lyle will provide a more dependable product
flow.  However, there  can be  no  assurance of the dependability
of production, or that any increases in  production or sales will
occur, or  that  if  they occur, they will be material.

Cost of sales and gross profit

    As  with  Sale Revenue, future Cost of Sale and Gross  Profit
will  be  recognized through the venture company.  Igene reported
no gross profit  on  sales of AstaXin(R) for  the  quarter  ended
September 30, 2003.   Gross profit on  sales  of  AstaXin(R)  was
$18,540 for the nine month period ended September 30, 2003  which
is  a  decrease of $219,342 from the $237,882 for the nine months
ended  September 30, 2002.   Gross profit fell from 10% of  sales
for  the nine months ended September 30, 2002, to 4% for the nine
months ended September 30, 2003.  The Company attributes the fall
in  gross  profit  to a combination of pricing  pressure  in  the
market  and inefficiencies in production.  Demand is expected  to
increase  both  due to seasonal increases in customer  usage  and
increases in our market share.  Management expects that sales and
gross profits  may be limited by the quantities of AstaXin(R) the
Company  is able to produce with its presently available capacity
with  its contract manufacturer, while the Joint Venture prepares
to  produce product.  If is felt the lack of capacity  should  be
alleviated as the joint venture plant begins production in  2004.
Sales  and  gross  profit growth, if any, may be  limited  unless
augmented by these increases in production, as well as production
efficiency  resulting  from  process  research  and  development.
Management  expects the level of gross profit to improve  in  the
future  as  a  percentage of sales, with expected   increases  in
production efficiency received from the Joint Venture with Tate &
Lyle   offsetting  pricing  competition,  but  can   provide   no
assurances  in  that  regard to future  increased  production  or
future increased margin.

    No  cost  of sales for the quarter ended September  30,  2003
were  recorded as compared with cost of sales of $1,136,670,  for
the quarter ended September 30, 2002.

Marketing and selling expenses

     For  the  quarters ended September 30, 2003 and 2002,  Igene
recorded Marketing Expense in the amount of $57,265 and $133,635,
respectively, a decrease of $76,370 or 57%. For the  nine  months
ended  September  30,  2003  and 2002, Igene  recorded  Marketing
Expense  in the amount of $277,120 and $405,052, respectively,  a
decrease  of $185,197 or 46%.  As a result of the disposition  of
ProBio,  Igene  has reduced selling costs that were  incurred  as
part  of  the  combination, such as increased  sales  force.   In
addition, the reduction of salable product currently available to
Igene  from  its current manufacturer has caused a  corresponding
reduction in Marketing and Selling expense.  As a result  of  the
Joint  Venture with Tate and Lyle, Igene is expecting an increase
in  salable product with a corresponding increase in sales  costs
at  the  point  the new facility is in production.   However,  no
assurances  can  be made in regards to increased production  from
the new facility nor the corresponding increase in selling costs.


                              -18-

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

Research, development and pilot plant expenses

     For  the  quarters ended September 30, 2003 and 2002,  Igene
recorded research and development costs in the amount of $198,195
and  $162,540, respectively, an increase of $35,655 or  22%.  For
the nine months ended September 30, 2003 and 2002, Igene recorded
Research  and  development costs in the amount  of  $576,596  and
$484,557,   respectively,  an  increase  of   $92,039   or   19%.
Additionally  costs  increased  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.   Igene is hoping this will lead to  an  increase  in
salable product at a reduced cost to Igene and the Joint Venture.
However  no assurances can be made that regard.  These costs  are
currently funded through reimbursement from the Joint Venture.

Operating expenses

     General and  administrative expenses for the quarters  ended
September   30,  2003  and  2002  were  $172,804  and   $540,674,
respectively, a decrease of $367,870 or 68%.  For the nine months
ended  September  30, 2003 and 2002, Igene recorded  General  and
administrative expenses in the amount of $557,131  and  $928,669,
respectively, an increase of $371,538 or 40%.   This decrease  is
due   mainly  to  a  one  time  charge  for  shares   issued   as
compensation.   The  Board of Directors, in further  attempts  to
ascertain  a manufacturing partner, had authorized retention  for
the  services  of  Mr. Martin Gerson.  In compensation  for  this
service, Mr. Gerson was awarded 12,000,000 shares of Igene common
stock.   As there is only an expectation for term of service  but
no  requirement, the total estimated compensation of $300,000 was
expensed  during  the  third  quarter.   In  addition,  as   with
Marketing  and  Research, the disposition of ProBio  has  reduced
general  and administrative costs that were incurred as  part  of
the combination, such as increased management expenses.

Litigation expenses

     Previously reported litigation (original lawsuit filed  July
21,  1997,  U.S.  District Court, Baltimore, MD)  between  Archer
Daniels Midland, Inc. ("ADM") and Igene, involving allegations of
patent  infringement and counterclaims concerning  the  theft  of
trade secrets, was resolved on September 29, 2003.  Resolution of
the  dispute  between   ADM  and  Igene  did  not  result  in  an
unfavorable  outcome to Igene.  Igene will continue to  make  and
sell  its  product, AstaXin(R).  The Company incurred $75,610  of
litigation expenses for nine months ended September 30, 2003.

Expenses reimbursement by Joint Venture

     As  part  of the Joint Venture agreement, costs incurred  by
Igene related to production, research and development, as well as
those  related  to  the marketing of AstaXin(R),  are  considered
costs  of the joint venture and therefore are reimbursed  by  the
Joint  Venture.  For the quarter ended September 30, 2003,  costs
reimbursed by the Joint Venture totaled $327,310.  For  the  nine
months  ended  September 30, 2003, the Joint  Venture  reimbursed
expenses totaling $891,691.

Interest expense

     Interest  expense for the quarters ended September 30,  2003
and  2002 was $267,635 and $300,520, respectively, a decrease  of
$32,885  or  11%.     The  interest expense was  almost  entirely
composed  of  interest on the Company's long term financing  from
its  directors  and  other  stockholders,  and  interest  on  the
Company's  subordinated  debenture in  both  periods.    However,
$34,096   in  cumulative dividends accrued in the  quarter  ended
September 30, 2003 from preferred stock was recorded as  part  of
interest expense.

                              -19-

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

Equity in earnings of unconsolidated venture

     As  a result of the Joint Venture, the production, sales and
marketing  of  Astaxanthin now take place in  the  unconsolidated
Joint  Venture  subsidiary.  For the quarter ended September  30,
2003,  Igene's  portion of the Joint Venture loss  was  $222,000.
The  loss was a result of a 50% interest in the following:  Gross
profit  for  the  quarter was $50,000 on sales of $495,000,  less
manufacturing  cost  of  $445,000.   Selling  and   general   and
administrative expenses for the period were $497,000 and interest
income  was $3,000.  The resulting loss before tax was  $444,000.
For the quarter ended September 30, 2003, Igene's 50% portion  of
the Joint Venture loss was $222,000.

     For  the nine-month period ended September 30, 2003, Igene's
portion of the Joint Venture loss was $569,000.  The loss  was  a
result of a 50% interest in the following:  Gross profit for  the
nine  months  ended September 30, 2003 was $61,000  on  sales  of
$597,000,  less  manufacturing cost  of  $536,000.   Selling  and
general   and   administrative  expenses  for  the  period   were
$1,213,000  and interest income was $14,000.  The resulting  loss
before  tax  was  $1,138,000.  For the  nine-month  period  ended
September 30, 2003, Igene's 50% portion of the Joint Venture loss
was $569,000.

Disposition of ProBio Subsidiary

     As  reported  on Form 8-K filed on February  20,  2003,  the
Company,  in  an  effort to focus on and grow its core  business,
disposed  of all 10,000 of the issued and outstanding  shares  of
capital  stock  of its former subsidiary, ProBio  Nutraceuticals,
AS,  a Norwegian corporation.  Fermtech AS, a joint stock company
incorporated  in the Kingdom of Norway and owned equally  by  our
then  chief  executive  officer, Stein Ulve  and  our  then-chief
marketing  officer,  Per  Benjaminsen, purchased  the  shares  of
ProBio.   Mr. Ulve resigned as CEO and director of Igene and  Mr.
Benjaminsen  no  longer  acts  as our  chief  marketing  officer,
effective   December  31,  2002,  though  Mr.   Benjaminsen   has
maintained a position with Igene.

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

     The  equipment  and  other  physical  property  disposed  of
belonging to ProBio included inventory, personal computers, a web
site  and  trademark, other office equipment and  furniture,  and
accounts   receivables   and   accounts   payables   related   to
nutraceuticals.   For the nine months ended September  30,  2002,
the  net operating loss of the division being sold as ProBio  was
$340,632 on sales of $1,555,014 and is reflected on the September
30, 2002 income statement as loss from discontinued operations.

Gain on disposition

     Igene sold  ProBio to Fermtech AS in exchange for  aggregate
consideration  valued  at approximately $343,000,  consisting  of
7,000,000  shares of Igene common stock that was owned by  ProBio
(including 2,000,000 shares that were placed into escrow and  may
be  reissued  to  Fermtech as described below),  valued  for  the
purposes  of  the acquisition at $.03 per share, plus forgiveness
of  approximately $168,000 of debt that Igene owed to  ProBio  at
the  time  of purchase in 2001. Provided Mr. Benjaminsen  remains
employed by Igene through 2003, 1,000,000 of the escrowed  shares
of common stock will be delivered to Fermtech. If Mr. Benjaminsen
remains  employed by Igene through 2004, the remaining  1,000,000
escrowed  shares  will be released from escrow and  delivered  to
Fermtech. Gain on disposal during the first quarter of  2003  was
$237,427.  This gain was a one-time occurrence as a result of the
disposition of the assets and liabilities associated with ProBio.


                              -20-

                    IGENE Biotechnology, Inc.
             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  net
losses of $666,199 and $1,241,389, respectively, for the quarters
ended  September 30, 2003 and 2002, a decrease  in  the  loss  of
$575,190  or 46%.  This represents a loss of $.01 per  basic  and
diluted common share in each of the quarters ended September  30,
2003  and 2002.  The weighted average number of shares of  common
stock  outstanding of 88,011,387 and 81,879,107, for the quarters
ended September 30, 2003 and 2002, respectively, has increased by
6,132,280  shares.  This resulted from the  issuance  of  194,400
shares  of common stock in exercise of warrant, 12,000,000 shares
issued  to  Mr.  Gerson as manufacturing agent, 2,262,488  shares
issued  to  the manufacturer as part of the agreement,  1,600,000
shares issued to Mr. Hiu and Mr. Monahan in lieu of compensation,
reduced by the retirement of 7,000,000 shares retired as part  of
the disposition of ProBio.

Financial Position

     During  the nine-month periods ended September 30, 2003  and
2002, in addition to the joint venture previously discussed,  the
following   actions  also  materially  affected   the   Company's
financial position:

   o  Igene  sold  or transferred all of its inventory during the
      nine  months  ended  September 30, 2003.  The result was an
      increase in cash of $374,000.
   o  In  addition,  accounts  receivable  and prepaid assets are
      being transferred to the Joint Venture, which has increased
      cash by $125,033 from the reductions in accounts receivable
      and $264,478 from the reductions of prepaid assets.
   o  Increased  cash flow has allowed for uses of operating cash
      to   reduce   accounts  payable  and  accrued  expenses  by
      $199,703.
   o  The  carrying  value  of  redeemable  preferred  stock  was
      increased   and   paid-in   capital   available  to  common
      shareholders    was    decreased   by  $12,290,  reflecting
      cumulative unpaid dividends on redeemable preferred stock.
   o  During  the  nine months ended September 30, 2003, $250,000
      cash was used for the repayment of borrowings.

     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.  During the nine months ended September 30, 2003 and 2002,
the  Company recorded in each quarter dividends in arrears on  8%
redeemable   preferred  stock  cumulating  at  $.48   per   share
aggregating  $12,290  and  $12,674  respectively,  on  Series   A
preferred  stock and during the nine months ended  September  30,
2003  Igene  recorded  dividends in arrears  of  $.64  per  share
aggregating  $120,000 on Series preferred stock, which  has  been
removed  from  paid-in capital  for the first and second  quarter
and  recorded  as  interest  expense in  the  third  quarter  and
included in the carrying value of the redeemable preferred stock.
In  accordance with FASB 150, the dividends accrued in the  third
quarter  2003 and thereafter have been reclassified  to  interest
expense.   This  classification reduces income  by  $34,096.   No
adjustment  has  been  made  for  any  common  stock  equivalents
outstanding because their effects would be antidilutive.

Liquidity and Capital Resources

     Historically, Igene  has  been funded  primarily  by  equity
contributions  and loans from stockholders. As of  September  30,
2003,  Igene had working capital of $171,351, and cash  and  cash
equivalents of $26,849.

     Cash provided by operating activities during the  nine-month
period  ended September 30, 2003 amounted to $16,539 as  compared
to cash used by operating activities during the nine-month period
ended September 30, 2002  of $1,446,330.

     Cash  used by investing activities for the nine months ended
September   30,   2003  and  2002  was  $215,904  and   $204,074,
respectively.
                              -21-

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

     Cash was used by financing activities in repayment of  loans
in  the  amount  of  $215,904  for the  nine-month  period  ended
September  30,  2003  as  opposed to the $1,298,267  provided  by
financing  activities for the nine-month period  ended  September
30,  2002.  Financing activities consisted principally  of  notes
from directors.

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

     The  Company  does  not believe that  inflation  has  had  a
significant  impact  on  its  operations  during  the  nine-month
periods ended September 30, 2003 and 2002.


Item 3.  Controls and Procedures

As  of the end of the most recently completed fiscal quarter, the
Company's  management, with the participation  of  the  principal
executive  officer and principal financial officer, has evaluated
the  effectiveness  of  the  Company's  disclosure  controls  and
procedures,  and  has  concluded that  the  Company's  disclosure
controls  and procedures are effective to ensure that information
required  to be disclosed by the Company in the reports  that  it
files  or  submits under the Securities Exchange Act of 1934,  as
amended,   is  accumulated  and  communicated  to  the  Company's
management,   including  its  principal  executive  officer   and
principal  financial  officer, as  appropriate  to  allow  timely
decisions  regarding  required disclosure and  are  effective  to
ensure  that such information is recorded, processed,  summarized
and reported within the time periods specified in the SEC's rules
and forms.

There  were no changes in Igene's internal control over financial
reporting that occurred during the last fiscal quarter  that  has
materially  affected,  or  is  reasonably  likely  to  materially
affect, the Company's internal control over financial reporting.


                              -22-

                    IGENE Biotechnology, Inc.
                             PART II
                        OTHER INFORMATION

Item 1.  Legal Proceedings

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

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.

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 September 30, 2003, total dividends in arrears  on
the  Company's preferred stock total $251,088 ($9.60  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 June 13, 2003, the
following matters were submitted to stockholders' vote  and  were
approved  by  the requisite number of votes: (1) the election  of
six  directors of the Company: Stephen F. Hiu, Thomas L. Kempner,
Michael  G.  Kimelman, Sidney R. Knafel, and Patrick F.  Monahan;
and  (2) the ratification of the appointment of Stegman & Company
as  the Company's independent auditors for the fiscal year ending
December 31, 2003.

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
            Stephen F. Hiu                   59,875,824     178,650        ---            ---
            Thomas L. Kempner                59,875,824     178,650        ---            ---
            Michael G. Kimelman              59,875,824     178,650        ---            ---
            Sidney R. Knafel                 59,875,824     178,650        ---            ---
            Patrick F. Monahan               59,875,824     178,650        ---            ---

     (2)  Ratification of Auditors           59,952,074      91,400        11,000         ---

</TABLE>

Item 5.  Other Information

None.




                              -23-

                    IGENE Biotechnology, Inc.
                             PART II
                        OTHER INFORMATION
                           (continued)


Item 6.  Exhibits and Reports on Form 8-K

 (a) Exhibits

     Exhibit 31(a) - Certification of Principal Executive Officer
     pursuant to Rule 13a-14(a) or Rule 15(d)-14(a)

     Exhibit 31(b) - Certification of Principal Financial Officer
     pursuant to Rule 13a-14(a) or Rule 15(d)-14(a)

     Exhibit  32(a)  -  Certification of Chief Executive  Officer
     pursuant to 18 U.S.C. SECTION 1350.

     Exhibit  32(b)  -  Certification of Chief Financial  Officer
     pursuant to 18 U.S.C. SECTION 1350.

 (b) Reports on Form 8-K

     On  May  6,  2003 Igene filed a Current Report on  Form  8-K
     disclosing the terms for the Joint Venture Agreement entered
     into  as  of March 18, 2003 between Tate & Lyle Fermentation
     Products  Ltd., a subsidiary of Tate & Lyle  PLC  and  Igene
     Biotechnology, Inc.

     On  October 1, 2003 Igene filed a Current Report on Form 8-K
     announcing  the  resolution of the dispute between  ADM  and
     Igene.



                              -24-

                           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    July 27, 2005        By  /s/ STEPHEN F. HIU
                                     ___________________________
                                         STEPHEN F. HIU
                                         President




    Date    July 27, 2005        By  /s/ EDWARD J. WEISBERGER
                                     ___________________________
                                         EDWARD J. WEISBERGER
                                         Chief Financial Officer



                              -25-


                          EXHIBIT INDEX


     Exhibit 31(a) - Certification of Principal Executive Officer
     pursuant to Rule 13a-14(a) or Rule 15(d)-14(a)

     Exhibit 31(b) - Certification of Principal Financial Officer
     pursuant to Rule 13a-14(a) or Rule 15(d)-14(a)

     Exhibit  32(a)  -  Certification of Chief Executive  Officer
     pursuant to 18 U.S.C. SECTION 1350.

     Exhibit  32(b)  -  Certification of Chief Financial  Officer
     pursuant to 18 U.S.C. SECTION 1350.


                              -26-

Exhibit 31(a)
                         CERTIFICATIONS
                         ______________

I, Stephen F. Hiu, certify that:

 1.  I  have  reviewed  this quarterly report on Form 10Q-SB/A of
     IGENE Biotechnology, Inc.;

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

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

 4.  The small  business issuer's other certifying officer(s) and
     I  are   responsible  for   establishing   and   maintaining
     disclosure controls and procedures  (as  defined in Exchange
     Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial  reporting  (as  defined  in  Exchange  Act  Rules
     13a-15(f) and   15d-15(f)) for the small business issuer and
     have:

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

          (b)  Designed  such  internal  control  over  financial
          reporting,   or  caused  such  internal  control   over
          financial   reporting   to  be   designed   under   our
          supervision, to provide reasonable assurance  regarding
          the   reliability  of  financial  reporting   and   the
          preparation   of  financial  statements  for   external
          purposes   in   accordance  with   generally   accepted
          accounting principles;

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

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

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

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

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

Date: July  27, 2005

/s/ STEPHEN F. HIU
__________________________
    STEPHEN F. HIU
    President

<PAGE>

Exhibit 31(b)
                         CERTIFICATIONS

I, Edward J. Weisberger, certify that:

 1.  I  have  reviewed  this quarterly report on Form 10Q-SB/A of
     IGENE Biotechnology, Inc.;

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

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

 4.  The  small  business  issuer's  other certifying  officer(s)
     and  I are  responsible  for  establishing  and  maintaining
     disclosure  controls  and procedures (as defined in Exchange
     Act Rules 13a-15(e)  and  15d-15(e))  and  internal  control
     over financial reporting (as defined in Exchange  Act  Rules
     13a-15(f)  and  15d-15(f)) for the small business issuer and
     have:

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

          (b)  Designed  such  internal  control  over  financial
          reporting,   or  caused  such  internal  control   over
          financial   reporting   to  be   designed   under   our
          supervision, to provide reasonable assurance  regarding
          the   reliability  of  financial  reporting   and   the
          preparation   of  financial  statements  for   external
          purposes   in   accordance  with   generally   accepted
          accounting principles;

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

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

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

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

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

Date: July  27, 2005

/s/ EDWARD J. WEISBERGER
___________________________
    EDWARD J. WEISBERGER
    Chief Financial Officer

<PAGE>

Exhibit 32(a)


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

      In  connection  with  the  IGENE Biotechnology,  Inc.  (the
"Company") Quarterly Report on Form 10-QSB/A for the period ended
September  30,  2003, as filed with the Securities  and  Exchange
Commission on the date hereof (the "Report"), I, Stephen F.  Hiu,
President  of the Company, certify pursuant to 18 U.S.C.  Section
1350,  as  adopted pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge:

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

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


Date: July 27, 2005                By:  /s/ STEPHEN F. HIU
                                        _________________________
                                            STEPHEN F. HIU
                                            President

<PAGE>

Exhibit 32(b)

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

In  connection with the IGENE Biotechnology, Inc. (the "Company")
Quarterly  Report on Form 10-QSB/A for the period ended September
30, 2003, as filed with the Securities and Exchange Commission on
the  date  hereof (the "Report"), I, Edward J. Weisberger,  Chief
Financial  Officer of the Company, certify pursuant to 18  U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that, to the best of my knowledge:

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

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


Date: July 27, 2005             By:  /s/EDWARD J. WEISBERGER
                                     ____________________________
                                        EDWARD J. WEISBERGER
                                        Chief Financial Officer