FORM 10QSB

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  10549

(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, 1996  

                                OR

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

For the transition period from             to            .


                   Commission file number    0-15888   .


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


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

 9110 Red Branch Road, Columbia, Maryland              21045-2020         
(Address of principal executive officers)                      (Zip code)


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


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

    Indicate by a 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       

    The number of shares outstanding of the Registrant's $.01 par value Common
Stock as of September 30, 1996 is   18,604,472  .

                                     <PAGE>
                                

                                FORM 10QSB

                         IGENE Biotechnology, Inc.

                                   INDEX





                                                            Page 

PART I - FINANCIAL INFORMATION


    Balance Sheets .................................................     4

    Statements of Operations .......................................     5

    Statements of Stockholder's Equity (Deficit) ...................     6

    Statements of Cash Flows .......................................     8

    Notes to Financial Statements ..................................     9

    Management's Discussion and Analysis of Financial
         Conditions and Results of Operations .....................     11


PART II - OTHER INFORMATION .......................................     15


SIGNATURES ........................................................     16












                                     <PAGE>


                         IGENE BIOTECHNOLOGY, INC.

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                  OF THE SECURITIES EXCHANGE ACT OF 1934

                      PART I - FINANCIAL INFORMATION

<PAGE>
<TABLE> 
                          IGENE Biotechnology, Inc.
                                 Balance Sheets
                                        
<CAPTION>                                        
                                September 30,   September 30,    December 31,
                                     1996            1995            1995      
                                 (Unaudited)     (Unaudited)
ASSETS
<S>                            <C>            <C>            <C>
Current assets:
  Cash and cash equivalents . $       35,975  $       72,940  $        8,326
  Accounts receivable ........        47,509          10,470          11,129
  Inventories - finished goods           ---           1,240             --- 
  Supplies ...................         7,009             ---             ---
  Due from stockholder .......           ---             ---          44,680
  Prepaid expenses ...........           953           2,153             --- 

       Total current assets ..        91,446          86,803          64,135

Property and equipment, net ..        25,353          31,825          29,520
Security deposits ............        10,600          10,600          10,600 

       Total assets...........$      127,399  $      129,228  $      104,255 


LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and other 
  accrued expenses ...........       268,486         247,887         271,127
  Debenture interest payable .        60,000          60,000          30,000 
  Promissory Notes payable ...       558,770         536,300         100,000 
       Total current liabilities     887,256         844,187         401,127

Long term liabilities:
  Variable rate subordinated 
  debenture ..................     1,500,000       1,500,000       1,500,000 

       Total liabilities .....     2,387,256       2,344,187       1,901,127 

Redeemable preferred stock -- 8% cumulative, convertible, voting,
     Series A, $.01 par value per share; redemption value $13.12,       
     $12.48 and $12.64 per share.  Authorized 920,000 shares; issued 
     35,842 38,342, and 38,342 
     shares...................       470,247          478,508        484,643 

Stockholders' deficit:
  Preferred stock -- $.01 par value per share. 8% cumulative, convertible,
     voting, Series A.  Authorized and issued 187,500 shares (aggregate
     involuntary liquidation value of $2,460,000, 2,340,000, and       
     2,370,000)...............         1,875           1,875           1,875
  Common stock -- $.01 par value per share. Authorized 35,000,000 shares;
     issued 18,604,472, 14,255,738, and 
     18,572,805 shares .......       186,045         142,557         185,728
  Additional paid-in capital .    17,917,221      17,296,148      17,843,142 
  Deficit ....................   (20,835,245)    (20,134,047)    (20,312,260)

      Total stockholders' 
      equity (deficit) .......    (2,730,104)     (2,693,467)     (2,281,515)

                              $      127,399  $      129,228  $      104,255 


See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                           IGENE Biotechnology, Inc.
                            Statements of Operations
                                  (Unaudited)
<CAPTION>
              -----  Three months ended  ----   ----- Nine months ended  -----
              September 30,     September 30,   September 30,    September 30,
                 1996              1995              1996             1995     

<S>       <C>              <C>                  <C>               <C>
Sales ...$      9,241      $      9,203          $     40,315     $     18,445
Cost of sales   3,927             5,447                22,310           13,004 

Gross profit 
from sales 
of product ..   5,314             3,756                18,005            5,441

Technology 
licensing 
income  .....$    ---      $        ---          $        ---     $    200,000
Technology 
services 
income .......    ---            10,750                64,158           19,750 

Net revenue ..  5,314            14,506                82,163          225,191

Selling, general and administrative expenses:

Marketing and 
selling ...     1,323             3,399                 3,918            5,936
Research, 
development 
and pilot plant84,123            91,288               241,049          265,579
General and 
administrative 93,082            93,469               245,848          212,704 
              178,528           188,156               490,815          484,219 

Operating 
income ..    (173,214)         (173,650)             (408,652)       (259,028)

Other income (expenses):

Investment 
income ..         105               308                   106              435
Other income 
  (loss) ...      ---               184                   ---              296 
Interest 
  expense ..  (43,621)          (30,066)             (114,439)       (100,041)
Forgiveness 
of interest 
on promissory 
notes .....       ---               ---                   ---           33,395 
    
Net income 
  (loss) .   (216,730)         (203,224)             (522,985)       (324,943)

Net loss per 
common share $  (0.01)     $     (0.02 )         $      (0.03)    $     (0.03)

See accompanying notes to financial statement 
</TABLE>
<PAGE>
<TABLE>
                           IGENE Biotechnology, Inc.
                  Statements of Stockholder's Equity (Deficit)
                                  (Unaudited)

<CAPTION>
                       Redeemable                                             
                       Preferred         Preferred          Common             
                        Stock             Stock             Stock          
                      (shares/amount)  (shares/amount)    (shares/amount)
<S>                   <C>               <C>              <C>
Balance at 
December 31, 1994.    38,592/$463,104   187,500/$1,875   13,028,571/$130,285   

Cumulative undeclared dividend on redeemable 
  preferred stock .......     $18,404             ---                   ---    
    
Issuance of 1,200,000 shares of common stock
  to certain directors 
  of the Company ........         ---             ---      1,200,000/$12,000

Issuance of 26,667 shares of common stock in
  lieu of cash payment for interest on
  subordinated debenture .        ---             ---            26,667/$267   
     
Conversion of preferred stock 
   into common stock .....250/($3,000)            ---                 500/$5   
       
Net loss for nine 
  months ended 
  September 30, 1995.             ---              ---                    --- 

Balance at 
September 30, 1995 ... 38,342/$478,508   187,500/$1,875   14,255,738/$142,557 

Balance at 
December 31, 1995..... 38,342/$484,643   187,500/$1,875   18,572,805/$185,728 

Cumulative undeclared dividends on redeemable
  preferred stock...........   $17,204              ---                 --- 

Issuance of 26,667 shares of common stock in
  lieu of cash payment for interest on
  subordinated debenture ...       ---              ---           26,667/$267 
    
Conversion of 
preferred stock to 
common stock ........ (2,500)/$(31,600)             ---             5,000/$50  

Net Loss for nine months 
ended September 30, 1996..         ---              ---                   --- 

Balance at 
September 30, 1996...  35,842/$470,247   187,500/$1,875   18,604,472/$186,045 

See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                            IGENE Biotechnology, Inc.
                      Statements of Stockholder's Deficit
                             (Unaudited- Continued)
                                        
<CAPTION>                                        
                         Additional
                         Paid-In                          Total Stockholder's
                         Capital            Deficit              Deficit      

<S>                      <C>               <C>                  <C>
Balance at 
December 31, 1994.....   17,113,824        $(19,809,104)         $(2,563,120)

Cumulative undeclared dividend on redeemable 
  preferred stock .......   (18,404)                ---              (18,404)

Issuance of 1,200,000 shares of common stock
  to certain directors 
  of the Company .....      138,000                 ---              150,000

Issuance of 26,667 shares of common stock in
  lieu of cash payment for interest on
  subordinated debenture ... 59,733                 ---               60,000

Conversion of preferred stock 
  into common stock...        2,995                 ---                3,000

Net loss for nine months 
ended September 30, 1995.       ---            (324,943)            (324,943)

Balance at 
September 30, 1995 ..$   17,296,148   $      (20,134,047) $       (2,693,467)

Balance at 
December 31, 1995... $   17,843,142   $      (20,312,260) $       (2,281,515)

Cumulative undeclared dividends on redeemable
  preferred stock.........  (17,204)                  ---          (17,204)

Issuance of 26,667 shares of common stock in
  lieu of cash payment for interest on
  subordinated debenture ..  59,733                  ---              60,000 

Conversion of preferred stock 
to common stock .....        31,550                  ---              31,600 

Net Loss for nine months 
ended September 30, 1996..      ---             (522,985)           (522,985) 

Balance at 
September 30, 1996 ...$  17,917,221   $       (20,835,245)        $(2,730,104)


See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                     IGENE Biotechnology, Inc.
                      Statements of Cash Flows
                            (Unaudited)
<CAPTION>                                   
                                                   ---- Nine months ended ---
                                                  September 30, September 30,
                                                      1996          1995       
<S>                                           <C>            <C> 
Cash flows from operating activities:
  Net loss ...................................$  (522,985)   $(  324,943)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
  Depreciation and amortization ..............      4,167         5,743
  Interest on debenture paid in shares 
       of common stock........................     60,000        60,000
Changes in assets and liabilities:
  Increase (decrease) in debenture
       interest payable ......................     30,000        30,000
  Increase (decrease) in accounts payable and
       other accrued expenses ................     (2,641)        9,865 
  Decrease (increase) in accounts receivable .    (36,380)          320 
  Decrease (increase) in prepaid expenses and
       deposits ..............................       (953)         (715)
  Decrease (increase) in inventories .........        ---        (1,240)
  Decrease (increase) in supplies ............     (7,009)         ---  
     
  Net cash used in operating activities ......   (475,801)     (220,970)
     
Cash flows from investing activities:
  Capital expenditures .......................        ---        (2,369)
  Sales of Equipment .........................        ---           ---        
                       
Net cash used in investing activities ........        ---        (2,369)
     
  Cash flows from financing activities:
  Proceeds from private stock subscription ...        ---       150,000
  Amount due from stockholders ...............     44,680           ---
  Issuance of promissory notes ...............    458,770       126,750 
     
  Net cash provided by (used in) 
  financing activities .......................    503,450       276,750 
     
  Net increase (decrease) in cash and 
  cash equivalents ...........................     27,649        53,411 
     
  Cash and cash equivalents at beginning of year .  8,326        19,529 
     
  Cash and cash equivalents at end of period .$    35,975   $    72,940 
     
  Supplementary disclosure - 
  cash paid for interest .....................$       ---   $       ---        
            - cash paid for taxes ............$       ---           --- 
     

Noncash investing and financing activities:

During the nine months ended September 30, 1996 and 1995, the Company issued
26,667 shares of common stock in each period in payment of interest on the
variable rate subordinated debenture.  If paid in cash, the interest would
have been payable at 8% during each period, or $60,000.  Shares may be issued
in lieu of cash per the debenture agreement at the higher of $2.25 per share
or market price per share.  The stock was issued and related interest expense
for the three months and nine months ended September 30, 1996 and 1995 were
recorded at $2.25 per share, or $60,000 in the aggregate in each period.
     
During the three months and nine months ended September 30, 1996 and 1995, the
Company recorded dividends in arrears on 8% redeemable preferred stock at $.48
and $.48 per share, respectively aggregating $17,204 and $18,404, respectively
in each period which has been removed from paid-in capital and included in the
carrying value of the redeemable preferred stock.

See accompanying notes to financial statements 
</TABLE>
<PAGE>
                         IGENE Biotechnology, Inc.
                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)

(1) Unaudited Financial Statements

    The financial statements presented herein as of September 30, 1996 and
    1995 and for the nine-month and the three month periods ended September
    30, 1996 and 1995 are unaudited and, in the opinion of management, include
    all adjustments (consisting only of normal recurring accruals) necessary
    for a fair presentation of financial position and results of operations. 
    Such financial statements do not include all of the information and
    footnote disclosures normally included in audited financial statements
    prepared in accordance with generally accepted accounting principles.

(2) Inventories

    None.

(3) Stockholders' Equity

    As of September 30, 1996 and 1995, 71,684 and 76,684, shares of authorized
    but unissued common stock were reserved for issuance upon conversion of
    the Company's outstanding preferred stock. 

    As of September 30, 1996 and 1995, 2,000,000 and 1,200,000 shares of
    authorized but unissued common stock were reserved for exercise pursuant
    to the 1986 Stock Option Plan.

    As of September 30, 1995 the Company has reserved shares for the exercise
    of Warrants to purchase an aggregate of 252,400 shares of Common Stock to
    Kimelman & Baird, LLC, at $.75 per share expiring June 26, 1996. The
    Warrants were issued to the aforementioned for acting as placement agent
    in the Company's private placement of $510,500 in gross proceeds which
    closed June 26, 1992 and there are substantial restrictions against the
    transfer of these Warrants.  The Warrants were not publicly traded and
    there were no trades of these Warrants before the June 26, 1996 expiration
    date.

    As of September 30, 1996 and 1995, 800,000 shares of authorized but
    unissued common stock were reserved for issuance upon reinvestment of
    interest on the variable rate subordinated debenture and 375,000 shares of
    authorized but unissued common stock were reserved for issuance upon
    conversion of the variable rate subordinated debenture.

    As of September 30, 1996 and 1995, 24,588,248 and 3,995,374 shares,
    respectively, of Common Stock were reserved for the conversion of
    Promissory Notes and the issue of Warrants subject to that conversion. 
    The Promissory Notes are held by Directors of the Company. 

<PAGE>
(4) Net Loss Per Common Share

    Net income (loss) per common share for the three month and nine month
    periods ended September 30, 1996 and 1995 is based on 18,604,472 and
    18,595,214 weighted average shares, respectively, for 1996, and on
    13,668,781 and 13,253,507 weighted average shares, respectively, for 1995. 
    For purposes of computing net income (loss) per common share, net income
    (loss) has been adjusted to include cumulative undeclared dividends in
    arrears on preferred stock.

<PAGE>
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

Sales revenue for the nine month period ended September 30, 1996, increased
from $18,445 in the nine-month period ended September 30, 1995 to $40,315 in
the corresponding period in 1996.  This increase (118%) resulted from an
increase in domestic sales of ClandoSan  to several large distributors for the
product.  Costs of product sales as a percentage of product sales decreased
from 59% for the third quarter of 1995 to 43% for the third quarter of 1996. 
Total revenue for the nine-month period ending September 30, 1996 decreased by
approximately $134,000, compared with the corresponding period in 1995 and
reflects a one-time technology licensing fee received in the second quarter of
1995.  Additional sales of ClandoSan  will depend on continued marketing
arrangements with distributors for the product and the Company's own limited
direct sales.  The Company expects to continue to focus its efforts on AstaXin 
and is in discussion with potential manufacturing and marketing partners for
the product.  Demonstration production runs are planned for third quarter
1996.  Product from these runs will be used for fish feeding trials and to
text market the product.  Long-term production and sale of AstaXin  will
depend on the Company's ability to find suitable manufacturing partners as it
has no commercial scale manufacturing facilities of its own.

Research, development and pilot plant expenses decreased by 7.8% for the
current quarter and 9.2% for the nine-month period ended September 30, 1996
when compared to the corresponding periods in 1995.  This decrease was
primarily a result of decreases in equipment repairs and utility expenses. 
Research and development costs may be expected to increase gradually in
support of increased manufacturing efforts for AstaXin , but would be offset
by technology licensing and sales of the product.
 
Marketing expenses decreased by 61% and 34% for the quarter and nine months
ended September 30, 1996, respectively as a result of decreased expenses for
product samples and freights and are related solely to the Company's ClandoSan 
product.  Marketing expenses related to AstaXin  could be expected to increase
if production and sales increase, and will depend on marketing arrangements
with distributors of the product.  This income would be offset by revenue from
sales of product.  

General and administrative expenses were approximately the same for the third
quarter of 1996 when compared to the corresponding period in 1995, and
approximately 15% higher for the nine-month period ended September 30, 1996
versus the same nine-month period ended September 30, 1995.  This increase
resulted from increased payroll expense incurred following the hiring of a
Chief Executive officer in January 1996, and an increase in business travel
related to AstaXin .  A portion of the increase was offset by a decrease in
rent and occupancy expense resulting from a newly negotiated lease which took
effect in 1996.

<PAGE>
Interest expense for the nine-month period ended September 30, 1996 increased
by approximately $14,400 over the same period in the prior year and reflects
the increase in prime interest rate and the issuance of additional promissory
notes to certain directors of the Company during the nine-months ended
September 30, 1996.

As a result of the forgoing, the Company reported net loss of $216,730, or
$.01 per common share during the third quarter of 1996, compared to a net loss
of $203,224, or $.02 per common share in the same period in 1995.  The
weighted average number of common shares outstanding increased to 18,604,472
in the third quarter of 1996 from 18,595,214 in the third quarter of 1995. 
This increase in shares reflects the issuance of common stock as payment of
interest on a variable note subordinated debenture, and the conversion of
2,500 shares of redeemable preferred stock into 5,000 shares of common stock
of the Company.

Financial Position

In December 1988, 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
increase the liquidation preference or redemption value of the preferred
stock. 

As of September 30, 1996, total dividends in arrears on the Company's
preferred stock was $1,143,511 of which $183,511 ($5.12 per share) was
included in the carrying value of the redeemable preferred stock and $960,000
($5.12 per share) was included in the liquidation preference of the limited
redemption preferred stock.

Liquidity and Capital Resources

Historically, the Company has been funded primarily by equity contributions,
loans from stockholders and license fees.  As of September 30, 1996, the
Company had a working capital deficit of $795,810, and cash and cash
equivalents of $36,000, consisting principally of proceeds from Promissory
Notes issued to certain Directors of the Company, as described below.

IGENE continues to focus on research and development of its products,
achieving only minimal sales of its ClandoSan  and AstaXin  products. Cash
used by operations for the nine months ended September 30, 1996 amounted to 
$475,801 while cash used by operations during the corresponding period in 1995
amounted to $229,970 because of a one-time technology licensing fee received
in second quarter 1995.   In 1995 the amount of cash required to fund
operations was offset through a Licensing Agreement for AstaXin  with
Archer-Daniels-Midland Co. ("ADM"), Decatur, Illinois, signed in May 1995. 
The Agreement provided for a cash payment of $200,000 at signing and a royalty
based on sales.  On February 29, 1996, ADM terminated its Licensing Agreement
with the Company.  Consequently, additional cash was required to fund 1996
operations.  The Company is actively seeking other potential manufacturers for
AstaXin , and is in discussion with other potential manufacturers of its
AstaXin  technology.  The Company believes this technology to be highly
marketable.<PAGE>
No cash was provided by investing activities for the quarters ended September
30, 1996 and September 30, 1995.  This is reflective of the Company's
continued plan to minimize capital expenditures, since existing equipment is
believed to be sufficient to meet the needs of the Company for the foreseeable
future.

The following is a summary of the Company's financing activities for 1995 and
the nine months ended September 30, 1996:

On January 23, 1995, and March 7, 1995 the Company issued promissory notes to
certain directors of the Company (Kimelman, Kempner, Abeles, Cenerazzo,
Knafel) for a total aggregate consideration of $126,750. The notes specify
that interest will be paid quarterly in arrears at Prime Rate.  In addition,
at any time before repayment, the value of the notes may be converted to
common shares of the Company at $.1875 per share for the notes issued January
23, 1995; and at $.125 per share for the notes issued March 7, 1995.   On
December 14, 1995 the January 23, 1995 and March 7, 1995 notes were
terminated, with equal amounts of common stock and warrants being issued in
their place equal to the principal amount of each of the notes divided by
$.125 which was the per share price of the stock at the time.

On May 11, 1995 the Company and Archer-Daniels-Midland Company signed a non-
exclusive licensing agreement for AstaXin .  The Agreement provided for an
initial payment of $200,000 and royalties based on sales.  In addition, the
Company received $24,415 in 1995 for technology services pertaining to the
Agreement.  The Company also received payment of $25,000 in December, 1995
under the terms of the Agreement.  On February 29, 1996 Archer-Daniels-Midland
Company terminated its licensing agreement with the Company.

On August 15, 1995 certain directors of the Company (Kimelman, Kempner,
Abeles, Cenerazzo, Knafel) agreed to purchase 1,200,000 shares of common stock
from the Company at $.125 per share for an aggregate purchase amount of
$150,000 in order to provide needed working capital.

At its Annual Meeting on December 14, 1995 the shareholders of the Company
approved the conversion of all promissory notes issued to certain directors of
the Company (Kimelman, Kempner, Abeles, Cenerazzo, Knafel, and Low-Beer) from
August 1993 until March 7, 1995, into common stock, along with warrants to
purchased additional shares of common stock at a price of $.125 per share at
any time during the period from April 3, 1995 to April 3, 1998, all shares
being equal to the aggregate principal amount of the loans divided by $.125,
which was the fair market value of the common stock as quoted on April 3, 1995
by the National Quotation Bureau.  These shares were issued on December 31,
1995.

On November 16, and December 22, 1995, the Company issued Promissory Notes to
certain Directors of the Company for an aggregate consideration of $100,000. 
These notes specify that at any time prior to repayment the holder has the
right to convert the notes to common stock of the Company at $.05 per share
and to receive a warrant for an equivalent number of common shares at $.05 per
share.   $55,320 of this total was received prior to December 31, 1995, the
remaining $44,680 was received during January 1996.
<PAGE>
On February 9, 1996 and March 11, 1996, the Company issued promissory notes to
certain directors of the Company (Kimelman, Kempner, Abeles, Cenerazzo,
Knafel) for an aggregate consideration of $140,000.  These notes specify that
at any time prior to repayment the holder has the right to convert the note to
common stock of the Company at $.10 per share for the note issued February 9,
1996 and at $.09 per share for the note issued March 11, 1996, and to receive
warrants for an equivalent number of common shares at $.10 per share for the
note issued February 9, 1996 and at $.09 per share for the note issued March
11, 1996.  The promissory notes are due on demand with interest charged at the
prime rate.

On April 23, May 9, and June 7, 1996, the Company issued promissory notes to
certain directors of the Company (Kimelman, Kempner, Abeles, Cenerazzo,
Knafel) for an aggregate consideration of $177,000.  These notes specify that
at any time prior to repayment the holder has the right to convert the note to
common stock of the Company at $.09 per share for the note issued April 23,
1996, $.06 per share for the note issued May 9, 1996, and $.05 per share for
the note issued June 7, 1996, and to receive warrants for an equivalent number
of common shares at $.09 per share for the note issued April 23, 1996, $.06
per share for the note issued May 9, 1996, and $.05 per share for the note
issued June 7, 1996.  The promissory notes are due on demand with interest
charged at the prime rate. 

On July 24, and September 24, 1996, the Company issued promissory notes to
certain directors of the Company (Kimelman, Kempner, Abeles, Cenerazzo,
Knafel) for an aggregate consideration of $160,000.  These notes specify that
at any time prior to repayment the holder has the right to convert the note to
common stock of the Company at $.115 per share for the note issued July 24,
1996, and $.125 per share for the note issued September 24, 1996, and to
receive warrants for an equivalent number of common shares at $.115 per share
for the note issued July 24, 1996, and $.125 per share for the note issued
September 24, 1996.  The promissory notes are due on demand with interest
charged at the prime rate.  As of September 30, 1996 a total of $18,230 of the
Promissory Notes issued above had not yet been funded.   

In the long-term, the Company is continuing its development of additional
AstaXin  technology which it hopes to license and market to benefit future
periods' operations.

The Company does not believe that inflation has had a significant impact on
the Company's operations during the past two years.


<PAGE>
                                FORM 10QSB

                         IGENE Biotechnology, Inc.

                        PART II - OTHER INFORMATION




Item 1.  Legal Proceedings

    None

Item 2.  Changes in Securities

    None

Item 3.  Defaults Upon Senior Securities

    None

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

    None

Item 5.  Other Information

    None

Item 6.  Exhibits and Reports on Form 8K

    (a)  Exhibits

              None

    (b)  Reports on Form 8K

              None
           
Item 7.  Subsequent Events

    None.

<PAGE>
                                FORM 10QSB
                                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 15, 1996
                               /s/  Stephen F. Hiu                
                                   Stephen F. Hiu  
                                   President, Treasurer and 
                                   Secretary
                             (On behalf of the Registrant and as
                              Principal Financial Officer)


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