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

(Mark One)

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

          For the quarterly period ended September 30, 2009
                                         __________________

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

      For the transition period from __________ to __________

                  Commission file number 000-15888
                                         _________

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


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

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

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

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

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

Yes  [x]     No  [ ]

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

  Large accelerated filer  [ ]   Accelerated filer          [ ]
  Non-accelerated filer    [ ]   Smaller reporting company  [x]


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

Yes  [ ]     No  [x]


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

There  were 1,560,404,297 shares of common stock, par value $.01,
_________________________________________________________________
issued and outstanding as of November 3, 2009.
_____________________________________________

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


                                INDEX



PART I    -    FINANCIAL INFORMATION

                                                                   Page

Consolidated Balance Sheets ...................................... 5

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

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

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

Notes to Consolidated Financial Statements (Unaudited)............ 9-13

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

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

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

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

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


<PAGE>


             IGENE BIOTECHNOLOGY, INC. QUARTERLY REPORT
  UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

<PAGE>

                               PART I

                       FINANCIAL INFORMATION

<PAGE>

Item 1.   Financial Statements

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

                                                                 September 30,   December 31,
                                                                         2009           2008
                                                                 _____________  _____________
                                                                  (Unaudited)
<S>                                                              <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                      $  1,921,438   $  1,488,011
  Accounts receivable                                                  33,602      1,045,767
  Inventory                                                               ---      2,398,520
  Investment in NaturXan                                              702,432            ---
  Due from NaturXan                                                 1,828,444            ---
  Prepaid expenses and other current assets                            27,010         23,702
                                                                 _____________  _____________
     TOTAL CURRENT ASSETS                                           4,512,926      4,956,000

  Property and equipment (net of accumulated depreciation of
    $485,691 and $360,917, respectively)                              902,927        831,838
  5 year non-compete (net of accumulated amortization of
    $53,892 and $30,796, respectively)                                100,085        123,181
  Intellectual property                                               149,670        149,670
  Other assets                                                          5,125          5,125
                                                                 _____________  _____________

     TOTAL ASSETS                                                $  5,670,733   $  6,065,814
                                                                 =============  =============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                          $    441,515   $  2,849,455
  Guarantee in debt of NaturXan                                     1,680,860            ---
                                                                 _____________  _____________

     TOTAL CURRENT LIABILITIES                                      2,122,375      2,849,455

LONG-TERM DEBT
  Notes payable (net of unamortized discount of $10,276)              353,598        353,598
  Contingent liability on joint venture separation                  5,000,000      5,000,000
  Accrued interest                                                    330,900        307,247

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative,
  convertible, voting, series A, $0.01 par value per share.
  Stated value $21.44 and $20.96, respectively.  Authorized
  1,312,500 shares; issued and outstanding 11,134 shares.             238,713        233,377
                                                                 _____________  _____________

     TOTAL LIABILITIES                                              8,045,586      8,743,677
                                                                 _____________  _____________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock --- $0.01 par value per share. Authorized
  3,000,000,000 shares; issued and outstanding 1,560,404,297
  shares and 1,518,503,841 shares, respectively.                   15,604,043     15,185,038
  Additional paid-in capital                                       34,466,644     34,885,649
  Accumulated deficit                                             (52,485,127)   (52,730,767)
  Other comprehensive income                                           39,587        (17,783)
                                                                 _____________  _____________

     TOTAL STOCKHOLDERS' DEFICIENCY                                (2,374,853)    (2,677,863)
                                                                 _____________  _____________

     TOTAL LIABILITIES AND STOCKHOLDERS'
     DEFICIENCY                                                  $  5,670,733   $  6,065,814
                                                                 =============  =============

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

</TABLE>
                               -5-

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


                                                                        Three months ended               Nine months ended
                                                                  ______________________________   ______________________________
                                                                   September 30,   September 30,    September 30,   September 30,
                                                                           2009            2008             2009            2008
                                                                  ______________  ______________   ______________  ______________
<S>                                                               <C>             <C>              <C>             <C>
REVENUE
_______
  Sales                                                           $   1,115,789   $   1,734,366    $   3,953,099   $   6,262,035
  Cost of sales                                                         461,471       1,232,388        2,978,383       4,829,894
                                                                  ______________  ______________   ______________  ______________

GROSS PROFIT                                                            654,318         501,978          974,716       1,432,141

LOSS OF JOINT VENTURE                                                  (420,342)            ---         (978,428)            ---
                                                                  ______________  ______________   ______________  ______________
OPERATING EXPENSES
__________________
  Marketing and selling                                                  97,780         179,204          284,164         641,199
  Research and development                                              442,334         402,774        1,320,849       1,192,312
  General and administrative                                            162,070         165,443          644,229         570,238
  Operating expenses reimbursed by Joint Venture                       (619,419)            ---       (1,526,256)            ---
                                                                  ______________  ______________   ______________  ______________

     TOTAL OPERATING EXPENSES                                            82,765         747,421          722,986       2,403,749
                                                                  ______________  ______________   ______________  ______________

      OPERATING PROFIT (LOSS)                                           151,211        (245,443)        (726,698)       (971,608)

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

INTEREST EXPENSE (including amortization of debt discount
  of $351,695 for the three months ended September 30, 2008,
  and $1,055,085 for the nine months ended September 30, 2008)          (36,403)       (553,024)         (54,304)     (1,654,773)
                                                                  ______________  ______________   ______________  ______________

     NET INCOME (LOSS)                                            $     114,808   $    (798,467)   $     245,640   $  (2,624,341)
                                                                  ______________  ______________   ______________  ______________

OTHER COMPREHENSIVE INCOME (LOSS)

  Foreign exchange translation                                           (8,716)        (17,860)          57,370          30,116


     TOTAL COMPREHENSIVE INCOME (LOSS)                            $     106,092  $     (816,327)   $     303,010   $  (2,594,225)
                                                                  ============== ===============   ==============  ==============

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

WEIGHTED AVERAGE SHARES OUTSTANDING                               1,553,572,701     110,337,072    1,530,321,918     110,337,072
                                                                  ============== ===============   ==============  ==============


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

</TABLE>

                               -6-

<TABLE>
<CAPTION>

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



                                                                      Additional                     Other          Total
                                             Common Stock              Paid-in      Accumulated   Comprehensive  Stockholders'
                                            (shares/amount)            Capital        Deficit       Income        Deficiency
                                     _____________________________  _____________  _____________  _____________  _____________

<S>                                  <C>             <C>            <C>            <C>            <C>            <C>
Balance at January 1, 2009            1,518,503,841  $ 15,185,038   $ 34,885,649   $(52,730,767)  $    (17,783)  $  2,677,863)

Gain due to currency translation                ---           ---            ---            ---         57,370         57,370

Employee stock options
  purchased for shares of stock          41,900,456       419,005       (419,005)           ---            ---            ---

Net income for the nine months
  ended September 30, 2009                      ---           ---            ---        245,640            ---        245,640
                                     _______________ _____________  _____________  _____________  _____________  _____________

Balance at September 30, 2009         1,560,404,297  $ 15,604,043   $ 34,466,644   $(52,485,127)  $     39,587   $ (2,374,853)
                                     =============== =============  =============  =============  =============  =============


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

</TABLE>

                               -7-

<TABLE>
<CAPTION>

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


                                                                             Nine months ended
                                                                      ________________________________
                                                                        September 30,    September 30,
                                                                                2009             2008
                                                                      _______________  _______________
<S>                                                                   <C>              <C>
Cash flows from operating activities
  Net income (loss)                                                   $      245,640   $   (2,624,341)
  Adjustments to reconcile net gain (loss) to net cash provided
  by operating activities:
     Amortization of debt discount                                               ---        1,055,085
     Depreciation                                                            124,774           13,308
     Increase in preferred stock for cumulative dividends
       classified as interest                                                  5,336            5,350
     Amortization of customer contracts and non-compete                       23,097          198,340
     Gain on forgiveness of debt                                          (1,025,741)             ---
     Reimbursable expenses of joint venture                                 (302,188)             ---
     Loss of joint venture                                                   978,428              ---

     Decrease (increase) in:
       Accounts receivable                                                 1,012,165        1,335,067
       Inventory                                                           2,398,521        4,331,249
       Prepaid expenses and other current assets                              (3,309)          15,068

     Increase (decrease) in:
       Accounts payable and accrued expenses                              (2,884,801)      (3,983,520)
                                                                      _______________  _______________

  Net cash provided by operating activities                                  571,920          345,606
                                                                      _______________  _______________

Cash flows from investing activities
  Purchase of equipment                                                     (195,863)        (250,976)
                                                                      _______________  _______________

  Net cash used in financing activities                                     (195,863)        (250,976)
                                                                      _______________  _______________

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

Gain due to currency translation                                              57,370           30,116

Net increase in cash and cash equivalents                                    433,427          124,746

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

  Cash and cash equivalents at end of period                          $    1,921,438   $    1,151,096
                                                                      ===============  ===============
Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                                $          ---   $          ---
Cash paid for income taxes                                                       ---              ---

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


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

</TABLE>
                               -8-



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

(1)  Unaudited Consolidated Financial Statements

     The  September  30, 2009, consolidated financial  statements
     presented  herein  are  unaudited, and  in  the  opinion  of
     management,  include  all adjustments  (consisting  only  of
     normal recurring accruals) necessary for a fair presentation
     of financial position, results of operations and cash flows.
     Such  financial  statements  do  not  include  all  of   the
     information  and footnote disclosures normally  included  in
     financial  statements prepared in accordance with accounting
     principles  generally  accepted  in  the  United  States  of
     America.  This Quarterly Report on Form 10-Q should be  read
     in conjunction with the Annual Report on Form 10-K for IGENE
     Biotechnology, Inc. ("Igene" or the "Company") for the  year
     ended   December   31,   2008.   The  December   31,   2008,
     consolidated  balance  sheet is  derived  from  the  audited
     balance sheet included therein.

(2)  Nature of Operations

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

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

     In 2000, Igene formed a wholly-owned subsidiary, Igene Chile
     Comercial, Ltda., in Chile.  The subsidiary has a sales  and
     customer  service  office  in Puerto  Varas,  Chile,  and  a
     product warehouse in Puerto Montt, Chile.

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

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

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

                               -9-

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

(3) Noncash Investing and Financing Activities

    During  the  nine months ended September 30, 2009  and  2008,
    the Company recorded in each quarter dividends in arrears  on
    8%  redeemable preferred stock accumulating at $.16 per share
    aggregating to $5,336 and $5,350, respectively.

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

    Pursuant  to the terms of an Indenture dated as of March  31,
    1998,   as  amended  (the  "Indenture")  between  Igene   and
    American  Stock  Transfer & Trust Company,  as  Trustee  (the
    "Trustee"), Igene issued and sold $5,000,000 of its 8%  notes
    (the  "8% Notes").  Concurrently with the issuance of the  8%
    Notes,  Igene issued, pursuant to a Warrant Agreement by  and
    between  Igene  and American Stock Transfer &  Trust  Company
    (the  "Warrant Agent") dated as of March 31, 1998, as amended
    (the  "Warrant Agreement"), 50,000,000 warrants  to  purchase
    shares  of  Igene  common stock for $.10 per  share  expiring
    March  31,  2008.   The  warrant  purchase  price  under  the
    Warrant  Agreement was reduced to $.075 per  share,  and  the
    maturity  date  of  the 8% Notes was extended  to  March  31,
    2006,  by an amendment dated March 18, 2003, and approved  by
    the requisite number of holders of the securities.

    On  March 28, 2006, Igene and American Stock Transfer & Trust
    Company,  in  its  capacity  as Trustee  and  Warrant  Agent,
    entered  into  a  Second Amendment to Indenture,  Securities,
    Warrant Agreement and Warrant Certificates that extended  the
    maturity date of the 8% Notes to March 31, 2009, and  reduced
    the  warrant price under the Warrant Agreement from $.075  to
    $.056 per share.

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

    On  December 3, 2008, Igene completed an offering to exchange
    145,600  of  our shares of common stock, par value  $.01  per
    share,  for  each  $1,000 principal amount of  the  8%  Notes
    outstanding and accrued interest thereon.  As of  that  date,
    $4,759,767  of  8%  notes  principal were  outstanding,  with
    $4,064,450   accrued  interest  thereon.   Of  these   notes,
    $4,436,515  of  notes principal with $3,788,419  of  interest
    were  exchanged for 645,956,606 shares of Igene common  stock
    at  a price of $.005 per share.  As a result, additional pain
    in  capital  was recorded for the gain of $4,995,151  on  the
    retirement.

    On   November  28,  2008,  Igene  commenced  an  offering  to
    exchange  shares  of  its  common stock  to  holders  of  its
    privately  held debt and associated warrants.  Much  of  this
    indebtedness  was  held  by current and  past  directors  and
    consisted of the following:

    The  funds  to settle the ProBio litigation were provided  by
    Igene's  directors.  On February 15, 2007, Igene  issued  and
    sold   $762,000   in  aggregate  principal   amount   of   5%
    convertible debentures, 50% each to two directors  of  Igene.
    These  debentures  were convertible into  shares  of  Igene's
    common  stock at $.02 per share.  At the time of the exchange
    the  accrued interest on this debt was $67,641.  All debt and
    interest  under the 5% convertible debentures were  exchanged
    for 66,371,244 shares of common stock.

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

                              -10-

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

    On   July  17,  2002,  Igene  issued  and  sold  $300,000  in
    aggregate principal amount of 8% convertible debentures,  50%
    each  to  two  directors  of Igene.   These  debentures  were
    convertible into shares of Igene's common stock at  $.03  per
    share  based  on the market price of Igene's  shares  at  the
    time the debentures were agreed to.  In consideration of  the
    commitment  to  purchase the 8% convertible debenture,  these
    directors  also received an aggregate of 10,000,000  warrants
    to purchase common stock at $.03 per share.

    On  February  22, 2002, Igene issued and sold  $1,000,000  in
    aggregate principal amount of 8% convertible debentures,  50%
    each  to  two  directors  of Igene.   These  debentures  were
    convertible into shares of Igene's common stock at  $.04  per
    share  based  on the market price of Igene's  shares  at  the
    time the debentures were agreed to.  In consideration of  the
    commitment  to  purchase the 8% convertible debenture,  these
    directors  also received an aggregate of 25,000,000  warrants
    to purchase common stock at $.04 per share.

        In  March  2001, Igene issued $1,014,211 of 8%,  10-year,
    convertible  debentures  to certain  directors  of  Igene  in
    exchange  for  the cancellation of $800,000 of  demand  notes
    payable  (including accrued interest of $14,212) and $200,000
    in  cash.  $600,000 of these demand notes were issued  during
    2000   and   $200,000   were  issued   subsequently.    These
    debentures  were  convertible  into  10,142,110   shares   of
    Igene's  common  stock  at $.08 per share.   These  directors
    also  received 10,142,110 warrants to purchase  common  stock
    at $.08 per share.

        In  March 2001, certain directors of Igene also committed
    to  provide  additional funding in the form of  8%,  10-year,
    convertible  debentures  in the  amount  of  $1,500,000.   In
    consideration  of  this  commitment,  these  directors   also
    received  18,750,000  warrants to purchase  common  stock  at
    $.08  per  share.   These  debentures  are  convertible  into
    18,750,000 shares of Igene's common stock at $.08 per share.

<TABLE>
<CAPTION>
     Convertible debentures were summarized as follows:


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

    Beginning  November 16, 1995, and continuing through  May  8,
    1997, Igene issued promissory notes to certain directors  for
    aggregate  consideration of $1,082,500.  These notes  specify
    that  at any time prior to repayment the holder has the right
    to  convert  the  notes to common stock of  Igene  at  prices
    ranging from $.05 per share to $.135 per share, based on  the
    market  price of common shares at the respective issue dates.
    The  notes  were convertible in total into 13,174,478  shares
    of  common stock.  As a result of the extensions they are now
    convertible into 23,421,273 shares of common stock.   At  the
    time  of  the exchange the debt had accrued interest  in  the
    amount  of  $832,485.  Of the amount outstanding  holders  of
    $1,041,878  of debt with $801,269 of accrued interest  agreed
    to  exchange their holdings for 147,451,719 shares  of  Igene
    common  stock.   As  part of this debt Igene  had  60,541,666
    warrants   outstanding  to  purchase  Igene   common   stock.
    60,301,666  of  these warrants were additionally  settled  in
    exchange for 19,808,610 shares of Igene common stock.

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

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

                              -11-

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



(4)  Stockholders' Deficiency

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

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

(5)  Basic and Diluted Net Loss per Common Share

     Basic  and diluted net loss per common share for the  three-
     months  ended  September 30, 2009 and  2008,  are  based  on
     1,553,572,701  and  110,337,072, respectively,  of  weighted
     average  common shares outstanding.  Basic and  diluted  net
     loss  per  common share for the nine-months ended  September
     30,   2009   and  2008,  are  based  on  1,530,321,918   and
     110,337,072, respectively, of weighted average common shares
     outstanding.    No adjustment has been made for  any  common
     stock equivalents outstanding because their effects would be
     antidilutive.    As  of  September  30,   2009   and   2008,
     potentially   dilutive  shares  totaled  1,561,082,993   and
     488,414,337, respectively.

(6)  Going Concern

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $52,485,000  from  inception  to
     September  30,  2009 and as of September 30,  2009,  Igene's
     liabilities exceeded its assets by approximately $2,375,000.
     These  factors  indicate  that Igene  may  not  be  able  to
     continue  in existence unless it is able to raise additional
     capital and attain profitable operations.

     As  discussed, as of October 31, 2007, Igene had  terminated
     its  relationship  with Tate & Lyle.  Igene  maintained  the
     saleable   inventory   after   the   termination   of    the
     relationship.  Igene sold the existing inventory in order to
     maintain  its  relationship with customers  and  used  these
     funds to cover expenses.

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

(7)  NaturXan LLC

     ADM  has  provided a working line of credit to  the  ADM  JV
     bearing interest at the rate of 4% in excess of the one year
     LIBOR.   As part of the ADM JV agreement both Igene and  ADM
     agreed to provide a Guarantee for 50% of the indebtedness of
     the  new  venture  NaturXan, LLC,  up  to  $1,612,500.   The
     $1,828,444  due  from NaturXan is for services  provided  by
     Igene to the ADM JV.  These fees are payable within 30  days
     of  the receipt of the invoice.  Unpaid invoices will accrue
     interest at the six month LIBOR.

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

                              -12-

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

(8)  Forgiveness of Debt

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


(9)  Common Stock

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

(10) Subsequent Events

     There are no significant subsequent events to report through
     November  13,  2009,  the date the financial statements were
     issued.

                              -13-

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

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

CAUTIONARY STATEMENTS FOR PURPOSES OF "SAFE HARBOR PROVISIONS" OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

EXCEPT  FOR  HISTORICAL  FACTS, ALL  MATTERS  DISCUSSED  IN  THIS
REPORT, WHICH ARE FORWARD LOOKING, INVOLVE A HIGH DEGREE OF  RISK
AND  UNCERTAINTY.  CERTAIN STATEMENTS IN THIS  REPORT  SET  FORTH
MANAGEMENT'S   INTENTIONS,   PLANS,  BELIEFS,   EXPECTATIONS   OR
PREDICTIONS  OF THE FUTURE BASED ON CURRENT FACTS  AND  ANALYSES.
WHEN   WE   USE  THE  WORDS  "BELIEVE,"  "EXPECT,"  "ANTICIPATE,"
"ESTIMATE,"  "INTEND"  OR  SIMILAR  EXPRESSIONS,  WE  INTEND   TO
IDENTIFY FORWARD-LOOKING STATEMENTS.  YOU SHOULD NOT PLACE  UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.  ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH STATEMENTS, DUE TO
A  VARIETY OF FACTORS, RISKS AND UNCERTAINTIES.  POTENTIAL  RISKS
AND  UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED  TO,  COMPETITIVE
PRESSURES FROM OTHER COMPANIES WITHIN THE BIOTECH AGRICULTURE AND
AQUACULTURE  INDUSTRIES,  ECONOMIC CONDITIONS  IN  THE  COMPANY'S
PRIMARY  MARKETS,  EXCHANGE  RATE FLUCTUATIONS,  REDUCED  PRODUCT
DEMAND,  INCREASED  COMPETITION, INABILITY  TO  PRODUCE  REQUIRED
CAPACITY, UNAVAILABILITY OF FINANCING, GOVERNMENT ACTION, WEATHER
CONDITIONS  AND OTHER UNCERTAINTIES, INCLUDING THOSE DETAILED  IN
"RISK  FACTORS"  THAT  ARE  INCLUDED  FROM  TIME-TO-TIME  IN  THE
COMPANY'S  SECURITIES  AND  EXCHANGE  COMMISSION  FILINGS.    THE
COMPANY  ASSUMES NO DUTY TO UPDATE FORWARD-LOOKING STATEMENTS  TO
REFLECT   EVENTS  OR  CIRCUMSTANCES  AFTER  THE  DATE   OF   SUCH
STATEMENTS.


Critical Accounting Policies

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

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

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

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

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

                              -14-

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

Results of Operations
_____________________

Sales and other revenue

     For  the  quarters ended September 30, 2009 and 2008,  Igene
recorded  sales  in  the  amounts of $1,115,789  and  $1,734,366,
respectively, a decrease of $618,577 or 35%.  For the nine months
ended  September 30, 2009 and 2008, Igene recorded sales  in  the
amounts of $3,953,099 and $6,262,035, respectively, a decrease of
$2,308,936 or 36%.  Sales had been limited in past years  due  to
insufficient  production quantity and have been  limited  in  the
current  period  as  Igene has completed  selling  the  inventory
remaining  from  the  joint venture with Tate  &  Lyle.   As  the
production  is being developed and production begins in  the  new
ADM JV, management believes that the ADM JV will provide saleable
product  that  will allow Igene to be competitive in  the  market
place  and  allow  for increased sales in the future,  though  no
assurances can be provided in this matter.  All future  sales  of
the ADM JV product will be recorded through the joint venture.

Cost of sales and gross profit

     For  the  quarters ended September 30, 2009 and 2008,  Igene
recorded cost of sales in the amounts of $461,471 and $1,232,388,
respectively, a decrease of $770,917 or 62%.  This resulted in  a
gross  profit of $654,318, or 58% for the quarter ended September
30,  2009  and gross profit of $501,978, or 28% for  the  quarter
ended  September  30, 2008.  For the nine months ended  September
30, 2009 and 2008, Igene recorded cost of sales in the amounts of
$2,978,383 and $4,829,894, respectively, a decrease of $1,851,511
or  38%.  This resulted in a gross profit of $974,716, or 24% for
the  nine  months  ended September 30, 2009 and gross  profit  of
$1,432,141, or 22% for the nine months ended September 30,  2009.
The  gross  profit  is due mainly to the discount  in  which  the
product was purchased at the conclusion of the joint venture with
Tate  &  Lyle.  As with sales, with the termination of the  joint
venture  with  Tate  &  Lyle, there can be no  assurance  of  the
continued dependability of production.  Management believes  that
the ADM JV will provide saleable product that will allow Igene to
be  competitive in the market place and allow for increased sales
in  the  future,  though no assurances can be  provided  in  this
matter.   As  a  result,  future cost of  sales  is  expected  to
increase as a new source of production is developed.  All  future
cost of sales on the ADM JV product will be recorded through  the
joint venture.

Loss from Joint Venture

     For  the quarter ended September 30, 2009, Igene recorded  a
loss  from  the  ADM JV of $420,342.  For the nine  months  ended
September  30,  2009, Igene recorded a loss from the  ADM  JV  of
$978,428.   On  January 8, 2009, Igene entered into an  agreement
with Archer-Daniels-Midland Company ("ADM") pursuant to which the
Company  and  ADM  formed  a  joint venture  (the  "ADM  JV")  to
manufacture   and   sell  astaxanthin  and  derivative   products
throughout  the world.  Each of the Company and  ADM  has  a  50%
ownership interest in the ADM JV and has equal representation  on
the Board of Managers of the ADM JV.

     On  October 31, 2007, Igene terminated its relationship with
Tate  & Lyle.  Igene maintained the saleable inventory after  the
termination  of  the  relationship.   Igene  sold  the   existing
inventory  in  order to maintain its relationship with  customers
and  used  these funds to cover expenses.  The new ADM  JV  began
selling  product  in the current quarter as the  preparation  for
full  scale production of product continues.  For the nine months
ended  September  30, 2009, revenues from sales of  product  were
$1,710,051.  Cost of sales for the nine month period  ended  were
$1,819,507  resulting  in  a gross loss  of  $109,456.   Expenses
recorded by the ADM JV were $1,847,399 resulting in a net loss of
$1,956,855 for the nine months ended September 30, 2009.  Igene's
50%  interest resulted in the $978,428 loss recorded.  Management
believes that this new ADM JV will provide saleable product  that
will  allow Igene to be competitive in the market place and allow
for  increased sales in the future, though no assurances  can  be
provided in this matter.


                              -15-

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


Marketing and selling expenses

     For  the  quarters ended September 30, 2009 and 2008,  Igene
recorded  marketing and selling expense in the amount of  $97,780
and  $179,204, respectively, a decrease of $81,424 or  45%.   For
the nine months ended September 30, 2009 and 2008, Igene recorded
marketing  and  selling  expense in the amount  of  $284,164  and
$641,199, respectively, a decrease of $357,035 or 55%.  With  the
creation  of  the  ADM JV, responsibility for the  marketing  and
selling  function is being assumed by the Joint Venture.   It  is
expected  that marketing and selling expenses will  fluctuate  as
activities continue to maintain customer base through the  period
of  transition in which the development of production  continues.
However, no assurances can be made with regard to a new source of
production or the maintenance of the customer base.  Expenses are
expected  to  be  funded by the new ADM JV and  cash  flows  from
operations,  to  the extent available for such purposes.   During
the  nine  months  ended  September  30,  2009,  $56,318  of  the
marketing cost was reimbursed by the ADM JV.

Research, development and pilot plant expenses

     For  the  quarters ended September 30, 2009 and 2008,  Igene
recorded research and development costs in the amount of $442,334
and   $402,774,   respectively,  an  increase   of   $39,560   or
approximately 9%.  For the nine months ended September  30,  2009
and  2008, Igene recorded research and development costs  in  the
amount of $1,320,849 and $1,192,312, respectively, an increase of
$128,537  or 10%.  Research and development costs have  increased
as  Igene  works  to  support the new ADM JV  in  achieving  full
production.   In  addition, continuing research  is  underway  to
develop  new  uses for its product.  It is expected  these  costs
will  remain at current increased levels in support of increasing
the    efficiency   of   the   manufacturing   process    through
experimentation  in the Company's pilot plant, developing  higher
yielding strains of yeast and other improvements in the Company's
AstaXin(R) technology.  Expenses are expected to be funded by the
new  ADM  JV  and  cash  flows  from operations,  to  the  extent
available  for  such  purposes.  During  the  nine  months  ended
September  30,  2009, $1,315,256 of the research and  development
cost was reimbursed by the ADM JV.

General and administrative expenses

     General  and  administrative expenses for the quarter  ended
September   30,  2009  and  2008  were  $162,070  and   $165,443,
respectively,   a  decrease  of  $3,373  or  2%.    General   and
administrative expenses for the nine months ended  September  30,
2009  and  2008  were  $644,229 and  $570,238,  respectively,  an
increase  of $73,991 or 12%.  These costs are expected to  remain
constant.   Igene works to reduce overhead costs and spend  funds
on  research and development efforts.  A portion of this cost  is
expected  to be covered by the ADM JV, but the majority of  these
expenses will need to be funded by cash flows from operations, to
the  extent  available for such purposes.  $154,682 of  the  2009
general and administrative cost was reimbursed by the ADM JV.

Expenses reimbursed by Joint Venture

     As  part  of  the ADM Joint Venture Agreement, a portion  of
costs  incurred  by  Igene  related to production,  research  and
development,  those  related  to  the marketing of AstaXin(R), as
well  as  those  costs  related  to  general  and  administrative
functions of the  Joint Venture are considered costs of the Joint
Venture  and therefore will be reimbursed by the ADM JV.  For the
nine months ended September 30, 2009, costs reimbursed by the ADM
JV totaled $1,526,256.  The costs covered $1,315,256 of  research
and  development  costs, $56,318 of marketing costs, and $154,682
of general and administrative costs.

                              -16-

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


Other income

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

Interest expense

     Interest  expense for the quarters ended September 30,  2009
and  2008  was $36,403 and $553,024, respectively, a decrease  of
$516,621  or  93%.  This includes amortization  of  discounts  on
Igene's  notes  and debentures of $351,695 for the quarter  ended
September 30, 2008.  For the nine months ended September 30, 2009
and   2008,   interest  expense  was  $54,304   and   $1,654,773,
respectively,  a  decrease of $1,600,469 or 96%.   This  includes
amortization  of  discounts on Igene's notes  and  debentures  of
$1,055,085  for the nine months ended September  30,  2008.   The
interest expense was almost entirely composed of interest on  the
Company's  long  term  financing from  its  directors  and  other
stockholders,   and   interest  on  the  Company's   subordinated
debentures in both periods.  The reduction in this expense is due
to  the  recapitalization undertaken by Igene during  the  fourth
quarter of 2008, and the conversion of the majority of the  Igene
debt into an equity position (see Note 3).

Net loss and basic and diluted net loss per common share

      As   a  result  of  the  foregoing,  the  Company  reported
comprehensive  income  of  $106,092  and  comprehensive  loss  of
$816,327, respectively, for the quarters ended September 30, 2009
and  2008.  This represents income of $0.00 and loss of $0.01 per
basic  and  diluted  common share in each of the  quarters  ended
September 30, 2009 and 2008, respectively.  The Company  reported
comprehensive  income  of  $303,010  and  comprehensive  loss  of
$2,594,225, respectively, for the nine months ended September 30,
2009 and 2008.  This represents income of $0.00 and loss of $0.02
per  basic  and diluted common share in each of the  nine  months
ended  September 30, 2009 and 2008, respectively.   The  weighted
average  number  of  shares  of  common  stock  outstanding   was
1,553,572,701  and 110,337,072 for the quarters  ended  September
30, 2009 and 2008, respectively.  The weighted average number  of
shares   of  common  stock  outstanding  was  1,530,321,918   and
110,337,072  for  the nine months ended September  30,  2009  and
2008,  respectively.  The increase in outstanding shares resulted
mainly from the shares related to the recapitalization undertaken
by Igene during the fourth quarter of 2008, and the conversion of
the  majority of the Igene debt into an equity position (see Note
3).

Financial Position
__________________

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

    o  Decreases in inventory for the nine months ended September
       30,  2009  of   $2,398,521  and  accounts   receivable  or
       $1,012,165  were a source of cash, offset by funds used to
       decrease   accounts   payable   and  accrued  expenses  by
       $2,884,801; and

    o  The  carrying  value  of  redeemable preferred  stock  was
       increased  and  interest expense recorded in the amount of
       $5,336 in  2009, reflecting cumulative unpaid dividends on
       redeemable preferred stock.

                                 -17-

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

     In  December 1988, as part of an overall effort  to  contain
costs  and  conserve working capital, Igene suspended payment  of
the quarterly dividend on its preferred stock.  Resumption of the
dividend  will  require significant improvements  in  cash  flow.
Unpaid  dividends cumulate for future payment or addition to  the
liquidation  preference  or redemption  value  of  the  preferred
stock.   As of September 30, 2009, total dividends in arrears  on
Igene's preferred stock total $149,641 ($13.44 per share) and are
included in the carrying value of the redeemable preferred stock.

Liquidity and Capital Resources
_______________________________

    Historically,  Igene  has  been funded  primarily  by  equity
contributions  and loans from stockholders. As of  September  30,
2009, Igene had working capital of $2,390,551, and cash and  cash
equivalents of $1,921,438.

    Cash  provided by operating activities during the  nine-month
period  ended September 30, 2009 equaled $571,920 as compared  to
cash  provided by operating activities of $345,606 for the  nine-
month period ended September 30, 2008.

    Cash  used  by  investing activities  during  the  nine-month
period  ended  September 30, 2009 and 2008 equaled  $195,863  and
$250,976, respectively, resulting from the purchase of equipment.

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

     Over  the  next twelve months, Igene believes it  will  need
additional working capital.  Part of this funding is expected  to
be received from sales of AstaXin(R), resulting in increased cash
through  the  fourth  quarter  of 2009.   Additional  funding  is
expected  through  the ADM JV reimbursement of  expenses.   There
will  be  additional delay between the commencement of production
and  the  receipt  of  proceeds from any sale  of  such  product.
However,  there  can  be no assurance that  projected  cash  from
sales,  or  additional funding, will be sufficient for  Igene  to
fund its continued operations.

    The   Company   does  not  believe  that  inflation   had   a
significant  impact  on  its  operations  during  the  nine-month
periods ended September 30, 2009 and 2008.

Off-Balance Sheet Arrangements
______________________________

    There  have been no material changes in the risks related  to
off-balance sheet arrangements since the Company's disclosure  in
its  Annual  Report on Form 10-K for the year ended December  31,
2008.


Item 3.   Quantitative and Qualitative Disclosures About Market
          Risk

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

                              -18-

            IGENE Biotechnology, Inc. and Subsidiary
                     Controls and Procedures


Item 4.   Controls and Procedures

     We carried out an evaluation, under the supervision and with
the  participation  of  our management, including  our  principal
executive  officer  and  principal  financial  officer,  of   the
effectiveness  of  our  disclosure controls  and  procedures  (as
defined   in  Rules  13a-15(e)  and  15d-15(e)  of  the  Exchange
Act).   Based  upon  that  evaluation,  our  principal  executive
officer and principal financial officer concluded that, as of the
end of the period covered in this report, our disclosure controls
and  procedures  were  not effective to ensure  that  information
required to be disclosed in reports filed under the Exchange  Act
is  recorded,  processed,  summarized  and  reported  within  the
required time periods and is accumulated and communicated to  our
management,   including  our  principal  executive  officer   and
principal  financial  officer, as  appropriate  to  allow  timely
decisions regarding required disclosure.

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

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

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


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


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


                              -19-

            IGENE Biotechnology, Inc. and Subsidiary
                             PART II
                        OTHER INFORMATION

Item 1.   Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3.  Defaults Upon Senior Securities

     In  December 1988, as part of an overall effort  to  contain
costs  and  conserve working capital, Igene suspended payment  of
the quarterly dividend on its preferred stock.  Resumption of the
dividend  will  require significant improvements  in  cash  flow.
Unpaid  dividends cumulate for future payment or addition to  the
liquidation  preference  or redemption  value  of  the  preferred
stock.   As of September 30, 2009, total dividends in arrears  on
Igene's preferred stock total $149,641 ($13.44 per share) and are
included in the carrying value of the redeemable preferred stock.

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

None.

Item 5.  Other Information

None.
                              -20-


Item 6.  Exhibits

EXHIBIT
NO.     DESCRIPTION

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

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

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

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

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

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

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

*Filed herewith.

                              -21-

                           SIGNATURES


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



                               IGENE BIOTECHNOLOGY, INC.
                               __________________________________
                               (Registrant)




Date November 13, 2009     By  /S/STEPHEN F. HIU
     _________________         __________________________________
                                  STEPHEN F. HIU
                                  President
                                  (principal executive officer)




Date November 13, 2009     By  /S/EDWARD J. WEISBERGER
     _________________         __________________________________
                                  EDWARD J. WEISBERGER
                                  Chief Financial Officer
                                  (principal financial officer)

                              -22-

                         EXHIBIT INDEX

EXHIBIT
NO.     DESCRIPTION

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

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

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

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

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

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

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

*Filed herewith.





                               -23-