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

(Mark One)

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

            For the quarterly period ended June 30, 2003

[ ]     Transition report under Section 13 or 15(D) of the Exchange
        Act

        For the transition period from __________ to __________


                   Commission file number 0-15888

                      IGENE Biotechnology, Inc.
  _________________________________________________________________
  (Exact name of Small Business Issuer as Specified in its Charter)


            Maryland                                52-1230461
 _______________________________                ___________________
 (State or Other Jurisdiction of                (I.R.S. Employer
  Incorporation or organization)                Identification No.)


         9110 Red Branch Road, Columbia, Maryland 21045-2024
         ___________________________________________________
              (Address of Principal Executive Offices)

                           (410) 997-2599
          ________________________________________________
          (Issuer's Telephone Number, Including Area Code)

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



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

Yes   [ ]          No   [x]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
101,732,453 shares as of July 27, 2005.
______________________________________

Transitional Small Business Disclosure Format (check one):

Yes   [ ]          No   [x]




Explanatory Note:

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

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

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

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

In  addition, the restatement includes a $90,000 accrual of dividends
on preferred shares, Series B, which was not originally accrued until
year  end  as  part of a $150,000 dividend accrual.  It will  now  be
reflected as $90,000 in the second quarter and $30,000 in each of the
subsequent  quarters, recognizing the quarterly amounts  through  the
year rather than reflecting the entire accrual at year end.

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

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

<PAGE>

                            FORM 10-QSB/A
                      IGENE Biotechnology, Inc.


                                INDEX



PART I  -  FINANCIAL INFORMATION
                                                               Page

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

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

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

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

     Notes to Consolidated Financial Statements ............. 11-15

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

PART II  -  OTHER INFORMATION ............................... 22-23

SIGNATURES ..................................................    24

EXHIBIT INDEX ...............................................    25

<PAGE>

                      IGENE BIOTECHNOLOGY, INC.

             QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

               OF THE SECURITIES EXCHANGE ACT OF 1934

<PAGE>

                               PART I

                        FINANCIAL INFORMATION

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

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

  Cash and cash equivalents                                   $   366,634     $   497,711
  Accounts receivable (net of allowances of $24,000 in 2002)      154,998         528,065
  Inventory                                                           ---         374,709
  Prepaid expenses and other current assets                       178,683         192,993
  Assets to be disposed of                                            ---         628,326
  Deferred costs, current portion                                     ---          74,160
                                                              ____________    ____________

                                                                  700,315       2,295,964
OTHER ASSETS

  Property and equipment, net                                     177,562         196,258
  Deferred costs, net of current portion                              ---         187,753
  Investment in and advances to Joint Venture                     391,526             ---
  Equipment deposits                                               90,000         199,685
  Loans receivable from manufacturing agent                       267,851         324,405
  Other assets                                                      4,886           5,188
                                                              ____________    ____________

     TOTAL ASSETS                                             $ 1,632,140     $ 3,209,253
                                                              ============    ============

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

</TABLE>
                               -5-

<TABLE>
                              IGENE Biotechnology, Inc. and Subsidiaries
                                     Consolidated Balance Sheets
                                            (continued)
<CAPTION>
                                                                  June 30,    December 31,
                                                                     2003            2002
                                                              ____________    ____________
                                                              (Unaudited)
<S>                                                           <C>             <C>
LIABILITIES, REDEEMABLE PREFERED STOCK
  AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses                       $   496,995     $   595,646
  Notes payable - directors                                       150,000         250,000
  Liabilities to be disposed of                                       ---         655,763
  Equipment lease payable                                           3,249           3,590
                                                              ____________    ____________

     TOTAL CURRENT LIABILITIES                                    650,244       1,504,999

LONG-TERM LIABILITIES
  Notes payable                                                 6,043,659       6,043,659
  Convertible debentures                                        4,814,212       4,814,212
  Equipment lease payable, net of current portion                     ---           1,205
  Accrued interest                                              3,037,332       2,700,865
                                                              ____________    ____________

     TOTAL LIABILITIES                                         14,545,447      15,064,940
                                                              ____________    ____________

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred
     stock, 8% cumulative, convertible,
     voting, series A, $.01 par value per
     share. Stated value was $ 17.44
     and $17.12, respectively.  Authorized
     1,312,500 shares, issued 25,605 shares
     and 26,155 respectively                                      446,552         447,774
                                                              ____________    ____________

Carrying amount of redeemable preferred stock,
  8% cumulative, convertible, voting, series B,
  $.01 par value per share.  Stated value was $ 8.48
  and $8.00, respectively.
  Authorized, issued and outstanding 187,500 shares.
  Redemption amount $1,590,000                                  1,590,000       1,500,000
                                                              ____________    ____________

STOCKHOLDERS' DEFICIT
  Common stock --- $.01 par value per share.
     Authorized 750,000,000 shares;
     issued and outstanding 87,074,869
     and 92,943,746 shares, respectively.                         870,749         929,437
  Additional paid-in capital                                   22,192,251      22,387,604
  Deficit                                                     (38,012,859)    (37,120,502)
                                                              ____________    ____________

     TOTAL STOCKHOLDERS' DEFICIT                              (14,949,859)    (13,803,461)
                                                              ____________    ____________

     TOTAL LIABILITIES AND
       STOCKHOLDERS' DEFICIT                                  $ 1,632,140     $ 3,209,253
                                                              ============    ============

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

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

<CAPTION>
                                                            Three months ended                   Six months ended
                                                         ___________________________    ____________________________
                                                             June 30,       June 30,        June 30,        June 30,
                                                                2003           2002            2003            2002
                                                         ____________   ____________    ____________    ____________
<S>                                                      <C>            <C>             <C>             <C>
REVENUE
  Sales - AstaXin(R)                                     $   152,705    $   660,664     $   463,486     $ 1,168,915
  Cost of sales - AstaXin(R)                                  13,962        603,981         444,946       1,034,641
                                                         ____________   ____________    ____________    ____________

        GROSS PROFIT                                           8,743         56,683          18,540         134,274
                                                         ____________   ____________    ____________    ____________

OPERATING EXPENSES
  Marketing and selling                                      118,569        126,620         219,855         271,417
  Research, development and pilot plant                      223,004        141,626         378,401         322,017
  General and administrative                                 242,388        155,170         384,327         387,995
  Operating expenses reimbursed by Joint Venture            (564,381)           ---        (564,381)            ---
                                                         ____________   ____________    ____________    ____________

             TOTAL OPERATING EXPENSES                         19,580        423,416         418,202         981,429
                                                         ____________   ____________    ____________    ____________

             OPERATING LOSS                                  (10,837)      (366,733)       (399,662)       (847,155)
                                                         ____________   ____________    ____________    ____________

EQUITY IN EARNINGS (LOSS) OF
    UNCONSOLIDATED JOINT VENTURE                            (347,000)           ---        (347,000)            ---
INTEREST EXPENSE                                            (177,901)      (305,350)       (383,132)       (523,491)
                                                         ____________   ____________    ____________    ____________

     NET LOSS FROM CONTINUING OPERATIONS                    (535,738)      (672,083)     (1,129,794)     (1,370,646)
                                                         ____________   ____________    ____________    ____________

DISCONTINUED OPERATIONS
_______________________

Net loss from discontinued operations                            ---       (115,331)            ---        (133,003)
Gain on disposal of discontinued operations                      ---            ---         237,437             ---
                                                         ____________   ____________    ____________    ____________

      NET INCOME (LOSS) FROM
              DISCONTINUED OPERATIONS                            ---       (115,331)        237,437        (133,003)
                                                         ____________   ____________    ____________    ____________

              NET LOSS                                   $  (535,738)   $  (787,414)    $  (892,357)    $(1,503,649)
                                                         ____________   ____________    ____________    ____________

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

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

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

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

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

<CAPTION>
                                                            Redeemable Preferred Stock
                                                                   shares/amount
                                                         _________________________________
<S>                                                      <C>                <C>
Balance at January 1, 2002                                     26,405       $    435,154

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

Exercise of employee stock options                                ---                ---

Exercise of warrants                                              ---                ---

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

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

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

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

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

Exercise of warrants                                              ---                ---

Net loss for the six months ended June 30, 2003                   ---                ---
                                                         =============      =============

Balance at June 30, 2003                                      213,105       $  2,036,552
                                                         =============      =============

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

</TABLE>

                                       -8-
<TABLE>

                                        IGENE Biotechnology, Inc. and Subsidiaries
                                     Consolidated Statements of Stockholders' Deficit
                                                 (Unaudited - Continued)
<CAPTION>
                                                                                                      Accumulated
                                                                         Additional                   Other          Total
                                                   Common Stock          Paid-in                      Comprehensive  Stockholders'
                                                  (shares/amount)        Capital       Deficit        Income(Loss)   Deficit
                                              ________________________   ____________  _____________  _____________  _____________
<S>                                           <C>           <C>          <C>           <C>            <C>            <C>
Balance at January 1, 2002                     75,848,600   $ 758,486    $22,188,836   $(33,930,523)           ---   $(10,983,201)

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

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

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

Comprehensive loss:

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

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

     Total comprehensive loss                         ---         ---            ---            ---            ---     (1,397,227)
                                              ____________  __________   ____________  _____________  _____________  _____________

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

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

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

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

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


Shares issued for manufacturing agreement       1,130,023      11,301         33,436            ---            ---         44,737

Net loss for the six months ended
  June 30, 2003                                       ---         ---            ---       (892,357)           ---       (892,357)
                                              ____________  __________   ____________  _____________  _____________  _____________

Balance at June 30, 2003                       87,074,869   $ 870,749    $22,192,251   $(38,012,859)  $        ---   $(14,949,859)
                                              ============  ==========   ============  =============  =============  =============

The accompanying notes are an integral part of the financial statements.
</TABLE>
                                       -9-

<TABLE>

                                    IGENE Biotechnology, Inc. and Subsidiaries
                                      Consolidated Statements of Cash Flows
                                                  (Unaudited)
<CAPTION>
                                                                             Six months ended
                                                                    ___________________________________
                                                                           June 30,            June 30,
                                                                              2003                2002
                                                                    _______________     _______________
<S>                                                                 <C>                 <C>
Cash flows from operating activities
     Net loss                                                       $     (892,357)     $   (1,503,649)
     Adjustments to reconcile net loss to net cash used
     by operating activities:
        Depreciation                                                        11,784              26,455
        Amortization                                                        54,729              58,257
        Foreign currency translation adjustment                                ---             106,422
        Manufacturing cost paid in shares of common stock                   44,736              97,209
        Interest on debenture paid in shares of common stock                   ---              90,000
        Equity in earnings of unconsolidated sub                           347,000                 ---
     Decrease (increase) in:
          Accounts receivable                                              373,067             221,359
          Inventory                                                        374,709            (791,899)
          Prepaid expenses and other current assets                         43,729            (183,491)
        Increase (decrease) in:
          Accounts payable and accrued expenses                             29,974           1,003,797
                                                                    _______________     _______________

          Net cash (used) provided by operating activities                 387,371            (875,540)
                                                                    _______________     _______________

Cash flows from investing activities
     Capital (expenditures) & sales                                          3,209            (425,334)
     Advances to joint venture                                            (421,657)                ---
     Deposits and other assets                                                 ---             (93,722)
                                                                    _______________     _______________

          Net cash used by investing activities                           (418,448)           (519,106)
                                                                    _______________     _______________

Cash flows from financing activities
     Proceeds (repayment) from borrowing                                  (100,000)          1,000,000
     Proceeds of long-term debt                                                ---             301,600
                                                                    _______________     _______________

     Net cash (used) provided by financing activities                     (100,000)          1,301,600
                                                                    _______________     _______________

     Net decrease in cash and cash equivalents                            (131,077)            (93,046)

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

     Cash and cash equivalents at end of period                     $      366,634      $      301,441
                                                                    ===============     ===============

Supplementary disclosure and cash flow information
Cash paid for interest                                              $       30,994      $          508
Cash paid for income taxes                                                     ---                 ---
See Note (2) for non-cash investing and financing activities.

The accompanying notes are an integral part of the financial statements.
</TABLE>
                                      -10-

                IGENE Biotechnology, Inc. and Subsidiary
                      Notes to Financial Statements

(1)  Unaudited consolidated financial statements

     The  June  30,  2003,  consolidated financial  statements  presented
     herein are unaudited, and in the opinion of management, include  all
     adjustments (consisting only of normal recurring accruals) necessary
     for  a fair presentation of financial position, results of operation
     and cash flows.  Such financial statements do not include all of the
     information and footnote disclosures normally included in  financial
     statements   prepared  in  accordance  with  accounting   principles
     generally  accepted in the United States of America.  This quarterly
     report  on  Form 10-QSB should be read in conjunction  with  Igene's
     Annual Report on Form 10-KSB for the year ended December 31, 2002.

(2)  Noncash investing and financing activities

     During  the  six months ended June 30, 2003 and 2002 Igene  recorded
     dividends  in arrears on 8% redeemable preferred stock at  $.32  per
     share  aggregating  $8,194  and $8,450  respectively,  on  Series  A
     preferred stock and during the six months ended June 30, 2003  Igene
     recorded dividends in arrears of $.48 per share aggregating  $90,000
     on  Series B preferred stock, which has been reclassified from paid-
     in  capital  and  included in the carrying value of  the  redeemable
     preferred stock.

     During the six months ended June 30, 2003, the Company entered  into
     a  Joint  Venture  Agreement with Tate & Lyle Fermentation  Products
     Ltd.   ("Tate") Pursuant to a Joint Venture Agreement,  the  Company
     and  Tate  agreed to form a joint venture (the "Joint  Venture")  to
     manufacture,  market  and sell Astaxanthin and  derivative  products
     throughout  the world for all uses other than as a Nutraceutical  or
     otherwise   for   direct   human  consumption.    Tate   contributed
     $24,600,000  in  cash to the Joint Venture, while  the  Company  has
     agreed  to transfer to the Joint Venture its technology relating  to
     the  production  of  Astaxanthin and assets related  thereto.  These
     assets  will  continue to be used by the Joint Venture in  the  same
     manner  as historically used by the Company.  The Company  and  Tate
     each  have  a 50% ownership interest in the Joint Venture and  equal
     representation on the Board of Directors of the Company.  The  value
     of  the  Company's investment in the Joint Venture has been recorded
     at   an   amount  equal  to  the  book  value  of  the  Registrant's
     consideration contributed at the creation of the Joint Venture.   As
     the  cost of the Company's technology and intellectual property  has
     been  previously  expensed and has a carrying amount  of  zero,  the
     investment in the Joint Venture has been initially recorded  with  a
     book  value of $316,869, which represents the unamortized production
     costs  contributed to the Joint Venture.   During the second quarter
     the Company made $421,657 in advances to the Joint Venture.

     During the six months ended June 30, 2003, Igene sold its subsidiary
     ProBio to Fermtech AS in exchange for aggregate consideration valued
     at  approximately $343,000, consisting of 7,000,000 shares of  Igene
     common  stock  (including 2,000,000 shares  that  were  placed  into
     escrow  and may be reissued to Fermtech as described below),  valued
     for  the  purposes  of  the  acquisition at  $.03  per  share,  plus
     forgiveness  of approximately $168,000 of debt that  Igene  owed  to
     ProBio  at  the  time of purchase in 2001. Provided Mr.  Benjaminsen
     remains  employed by Igene through 2003, 1,000,000 of  the  escrowed
     shares  of  common  stock  will be delivered  to  Fermtech.  If  Mr.
     Benjaminsen  remains employed by Igene through 2004,  the  remaining
     1,000,000 escrowed shares will be released from escrow and delivered
     to Fermtech.

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

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




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

(3)  Foreign Currency Translation and Transactions

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

(4)  Joint Venture

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

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

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

(5)  Inventories

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

<TABLE>
<CAPTION>
                                               June 30,     December 31,
                                                  2003             2002
                                          _____________    _____________
<S>                                       <C>              <C>
          Work-in-process - AstaXin(R)    $        ---     $     11,308
          Finished goods - AstaXin(R)              ---          363,401
                                          _____________    _____________

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

(6)  Stockholders' Equity (Deficit)

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

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

                                  -12-

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

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

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

     As  of  June 30, 2003 and 2002, 17,565,970 shares of authorized  but
     unissued   common  stock  were  reserved  for  the   conversion   of
     outstanding convertible promissory notes in the aggregate amount  of
     $1,082,500 held by directors of the Company.

     As  of  June  30,  2003 and 2002, 66,427,651 and 31,427,651  shares,
     respectively, of authorized but unissued common stock were  reserved
     for  the conversion of outstanding convertible promissory notes held
     by directors of the Company.

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

     As  of  June 30, 2003 and 2002, 198,016,073 and 188,016,085  shares,
     respectively, of authorized but unissued common stock were  reserved
     for the exercise of outstanding warrants.

     As  of  June  30,  2003 and 2002, 10,566,708 and 12,488,213  shares,
     respectively, of authorized but unissued common stock were  reserved
     for  issuance to the Company's contract manufacturer pursuant to the
     terms of the current manufacturing contract.

(7)  Basic and diluted net loss per common share

     Basic  and  diluted  net  loss per common share  for  the  six-month
     periods  ended  June 30, 2003 and 2002 is based  on  87,435,688  and
     76,207,730,   respectively,  of  weighted  average   common   shares
     outstanding.   For purposes of computing net loss per common  share,
     the  amount  of net loss has been increased by cumulative undeclared
     dividends in arrears on preferred stock in the amount of $98,194 and
     $8,450   for  the  six  months  ended  June  30,  2003   and   2002,
     respectively.   No  adjustment has been made for  any  common  stock
     equivalents outstanding because their effects would be antidilutive.

(8)  Income Taxes

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

(9)  Contingency - Litigation

     Archer Daniels Midland, Inc. ("ADM") has sued Igene, alleging patent
     infringement  and  requesting  injunctive  relief  as  well  as   an
     unspecified  amount  of  damages (suit filed  July  21,  1997,  U.S.
     District  Court,  Baltimore, MD).  Igene has  filed  a  $300,450,000
     counterclaim  concerning the theft of trade secrets  (counter  claim
     filed  August  4,  1997).   The  court  denied  ADM's  request   for
     preliminary injunctive relief.   Mediation efforts during  1999  did
     not resolve this dispute, which has been returned to the court for a
     judicial  disposition.  On July 3, 2003 the presiding  judge  set  a
     court date of July 5, 2004 to return to trail.  Igene believes  that
     it  is  not probable that this dispute will result in an unfavorable
     outcome  to Igene.  Accordingly, no liability has been reflected  in
     the  June  30, 2003 balance sheet. Nonetheless, should ADM  prevail,
     Igene  could  be  liable for damages, and Igene could also lose  the
     right to use a particular strain of

                                  -13-

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

     yeast.   However,  Igene expects that this will not  affect  Igene's
     ability  to make and sell its product, AstaXin(R). Igene has had  no
     expenses for the six months ended June 30, 2003 and 2002 relating to
     this  on-going  litigation.  With the resumption of  matters  it  is
     expected  Igene will again need to bear legal cost related  to  this
     matter.

(10) Uncertainty

     Igene  has  incurred  net  losses in each  year  of  its  existence,
     aggregating  approximately $38,000,000 from inception  to  June  30,
     2003 and its liabilities and redeemable preferred stock exceeded its
     assets  by  approximately $15 million at that date.   These  factors
     indicate that Igene will not be able to continue in existence unless
     it  is  able  to  raise  additional capital  and  attain  profitable
     operations.

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

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

(11) Stock Based Compensation

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

<TABLE>
<CAPTION>

                                                          Three months ended             Six months ended
                                                      __________________________    __________________________
                                                          June 30,      June 30,        June 30,      June 30,
                                                             2003          2002            2003          2002
                                                      ____________  ____________    ____________  ____________
<S>                                                   <C>           <C>             <C>           <C>
    Net loss:
      As reported                                     $  (535,738)  $  (787,414)    $  (892,357)  $(1,503,649)
      Less pro forma stock-based employee
      compensation expense determined under fair
      value based method net of related tax effects      (159,578)     (171,250)       (264,162)     (342,500)
                                                      ____________  ____________    ____________  ____________

    Net loss                                          $  (695,316)  $  (958,664)    $(1,156,519)  $(1,846,149)
                                                      ============  ============    ============  ============
        Net loss per Share:
          Basic - as reported                         $     (0.01)  $     (0.01)    $     (0.01)  $     (0.02)
          Basic - pro forma                           $     (0.01)  $     (0.01)    $     (0.01)  $     (0.02)

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

</TABLE>

(12) Recent Accounting Pronouncements

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

                                  -14-

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

(13) Summary of Significant Activity of Joint Venture

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

<TABLE>
<CAPTION>
                                                             June 30,
                                                                2003
                                                         ____________
                                                         (Unaudited)
<S>                                                      <C>
     ASSETS
     CURRENT ASSETS
          Cash and cash equivalents                      $  1,855,000
          Accounts receivable                                 102,000
          Inventory                                           908,000
                                                         ____________

                                                            2,865,000
     OTHER ASSETS
          Fixed Assets Receivable                          21,614,000
          Intellectual property                            24,614,000
                                                         ____________

                    TOTAL ASSETS                         $ 49,093,000
                                                         ============
     LIABILITIES AND EQUITY

     CURRENT LIABILITIES
          Accounts payable and accrued expenses          $    558,000
                                                         ____________

                    TOTAL LIABILITIES                         558,000

          Equity                                           48,535,000
                                                         ____________

                    TOTAL LIABILITIES AND EQUITY         $ 49,093,000
                                                         ============

</TABLE>

<TABLE>
<CAPTION>

                                                       Period from the
                                                    initial investment to
                                                        June 30, 2003
                                                    ______________________
                                                         (unaudited)
<S>                                                      <C>
     Net Sales                                           $   102,000
     Less: manufacturing cost                                (91,000)
                                                         ____________
     Gross Profit                                             11,000
     Less: selling, general and administrative              (716,000)
                                                         ____________

     Operating Loss                                         (705,000)
     Interest Income                                          11,000
                                                         ____________

     Net Loss                                            $  (694,000)
                                                         ============

     Igene's 50% equity interest in the net loss         $  (347,000)
                                                         ============

</TABLE>

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


                                  -15-

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


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

EXCEPT FOR HISTORICAL FACTS, ALL MATTERS DISCUSSED IN THIS REPORT,  WHICH
ARE  FORWARD  LOOKING, INVOLVE A HIGH DEGREE OF RISKS AND  UNCERTAINTIES.
POTENTIAL  RISKS  AND  UNCERTAINTIES INCLUDE, BUT  ARE  NOT  LIMITED  TO,
COMPETITIVE  PRESSURES  FROM  OTHER  COMPANIES  AND  WITHIN  THE  BIOTECH
INDUSTRY, ECONOMIC CONDITIONS IN THE COMPANY'S PRIMARY MARKETS AND  OTHER
UNCERTAINTIES DETAILED FROM TIME-TO-TIME IN THE COMPANY'S SECURITIES  AND
EXCHANGE COMMISSION FILINGS.

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

Critical Accounting Policies
____________________________

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

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

      We are currently involved in certain legal proceedings as discussed
in  Item  3, "Legal Proceedings," in Part I.  As of June 30, 2003,  Igene
believes  that  it is not probable that this dispute will  result  in  an
unfavorable  outcome  to  Igene.   Accordingly,  no  liability  has  been
reflected in the June 30, 2003 balance sheet.

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

     The   Joint   Venture  as  referred  to  in  the  following   Recent
Developments paragraph, will enter into a land lease with Tate in  Selby,
England  upon which a new manufacturing facility will be constructed  and
operated by the Joint Venture.




                                  -16-

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

Recent Developments
___________________

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

Results of Operations
_____________________

Sales and other revenue

    Sales of AstaXin(R) during the quarter ended June 30, 2003 and  2002,
were  $152,705 and $660,664, respectively, a decrease of $507,959 or 77%.
Sales  for  the  six-month periods ended June 30,  2003  and  2002,  were
$463,486  and  $1,168,915, respectively, a decrease of $705,429  or  60%.
Sales  have  been  limited  in  the past  quarters  due  to  insufficient
production  quantity.  In addition, as of the middle of June,  Igene  had
sold  the remaining  inventory in the Company's possession prior  to  the
consummation of the JV Agreement.  At this point all further  sales  will
be recognized through the venture company and are expected to increase as
production increases.  Management anticipates that the Joint Venture with
Tate  & Lyle will provide a more dependable product flow.  However, there
can  be  no  assurance of the dependability of production,  or  that  any
increases in sales will occur, or that they will be material.

Cost of sales and gross profit

    Gross profit  on sales of AstaXin(R) was $8,743 for the quarter ended
June  30, 2003.  This is a decrease of $47,940 from the $56,683  for  the
same  quarter in the preceding year.  Gross profit on sales of AstaXin(R)
was  $18,540  for  the six month period ended June 30, 2003  which  is  a
decrease of $115,734 from the $134,274 for the six months ended June  30,
2002.   Gross profit fell from 11% of sales for the six months ended June
30,  2002,  to  4% for the six months ended June 30, 2003.   The  company
attributes the fall in gross profit to a combination of pricing  pressure
in  the market and inefficiencies in production.  Management expects  the
level  of gross profit to improve in the future as a percentage of sales,
with expected  increases in production efficiency received from the joint
venture  with Tate & Lyle offsetting pricing competition, but can provide
no assurances in that regard.  Demand is expected to increase both due to
seasonal  increases in customer usage and increases in our market  share.
Management  expects that sales and gross profits may be  limited  by  the
quantities  of  AstaXin(R)  the  Company  is  able  to  produce  with its
presently available capacity with  its contract manufacturer,  while  the
joint venture prepares to produce product. Sales and gross profit growth,
if any,  may be limited  unless  augmented  by  increases  in  production
efficiency resulting from process research and development.

    The  preceding resulted in cost of sales for the quarter  ended  June
30,  2003 and 2002 of $143,962 and $603,981, respectively, a decrease  of
$460,019  or 76%.  The reduction in cost was a result of reduced quantity
produced, not a result of increased production efficiencies.

Marketing and selling expenses

     For  the  quarter  ended June 30, 2003 Igene  recorded  $118,569  in
Marketing Expense.  As a result of the Joint Venture with Tate and  Lyle,
the  Joint Venture will be responsible of the costs related to marketing.
As a result of this any costs associated with the marketing of AstaXin(R)
will  be reimbursed by the Joint Venture.  As the Venture was consummated
as  of March 3, 2003,  Igene was reimbursed in the second quarter for the
expenses  incurred  as part of March 2003 as well as the  second  quarter
expenses.

                                  -17-

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


Research, development and pilot plant expenses

     For  the  quarter  ended June 30, 2003 Igene  recorded  $223,004  in
Research, development and pilot plant expense.  As a result of the  Joint
Venture with Tate and Lyle, the Joint Venture will be responsible for the
costs  related  to  research.  As a result of this, any costs  associated
with  the  development  of  AstaXin(R)  will  be  reimbursed by the Joint
Venture.  As  the  venture was consummated as of March 3, 2003, Igene was
reimbursed  in  the  second quarter for the expenses incurred in March of
2003 as well as the second quarter expenses.

Operating expenses

    General  and administrative expenses for the quarters ended June  30,
2003  and 2002 were $242,388.  As a result of the Joint Venture with Tate
and Lyle, the Joint Venture will be responsible for the costs related  to
research.  As a result of this, any costs associated with the development
of AstaXin(R) will be reimbursed by the Joint Venture. As the venture was
consummated  as  of  March 3, 2003, Igene was reimbursed  in  the  second
quarter for the expenses incurred in March of 2003 as well as the  second
quarter expenses.

Litigation expenses

    Management  expects to ultimately recover some portion of  litigation
expenses  previously incurred, which are associated with the  suit  filed
against  the  Company  by  Archer Daniels Midland,  Inc.  (ADM)  and  the
Company's  counterclaim,  through  damage  awards  and  to  preserve  the
commercial product rights associated with AstaXin(R).  However, there can
be  no assurance that the Company will receive damage awards or that  its
rights  will  be preserved.  The Company incurred no litigation  expenses
for  six  months  ended June 30, 2003 and 2002.   On  July  3,  2003  the
presiding  judge  set a court date of July 5, 2004, to return  to  trial.
Costs  of  litigation  will continue in the future  at  levels  based  on
Management's  continuing assessments of the potential costs and  benefits
of  various  litigation strategies and alternatives. These  expenses  are
expected  to be funded by additional funding from stockholders,  if  any.
A  range  of  reasonably possible losses from the  litigation  cannot  be
estimated  at this time, and accordingly, no liability has been reflected
in  the  June  30,  2003 financial statements.  With  the  resumption  of
matters  it is expected Igene will again need to bear legal cost  related
to this matter.

Interest expense

     Interest  expense for the quarters ended June 30, 2003 and 2002  was
$177,901  and  $305,350, respectively, a decrease  of  $127,449  or  41%.
This  interest  expense was almost entirely composed of interest  on  the
Company's  long term financing from its directors and other stockholders,
and interest on the Company's subordinated debenture in both periods.

Equity in earnings of unconsolidated subsidiary

     As  a  result of the joint venture the former production  sales  and
marketing  of  Astaxanthin will take place as part of the  unconsolidated
subsidiary.  For the initial quarter ended June 30, 2003, Igene's portion
of  the Joint Venture loss was $347,000.  The loss was a result of a  50%
interest  in the following:  Gross profit for the quarter was $11,000  on
sales  of  $102,000  less  manufacturing cost of  $91,000.   Selling  and
general  and  administrative expenses for the period  were  $716,000  and
interest income was $11,000.  The resulting loss before tax was $694,000.








                                  -18-

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

Disposition of ProBio Subsidiary from discontinued operations

     As  reported on Form 8-K filed on February 20, 2003, the Company, in
an  effort  to focus on and grow its core business, has disposed  of  all
10,000  of  the  issued and outstanding shares of capital  stock  of  its
former  subsidiary,  ProBio Nutraceuticals, AS, a Norwegian  corporation.
Fermtech AS, a joint stock company incorporated in the Kingdom of  Norway
and owned equally by our then chief executive officer, Stein Ulve and our
then-chief  marketing officer, Per Benjaminsen, purchased the  shares  of
ProBio.   Mr.  Ulve  has resigned as CEO and director of  Igene  and  Mr.
Benjaminsen has retired as our chief marketing officer, effective  as  of
December 31, 2002.

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

     The  equipment and other physical property disposed of belonging  to
ProBio  includes inventory, personal computers, a web site and trademark,
other  office  equipment  and  furniture, and  accounts  receivables  and
accounts  payables related to nutraceuticals.  For the six  months  ended
June  30,  2002,  the net operating loss of the division  being  sold  as
ProBio are $133,003 on sales of $1,131,206 and are reflected on the  June
30, 2002 income statement as loss from discontinued operations.

Gain on disposition

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

Net loss and basic and diluted net loss per common share

    As  a  result  of the foregoing, the Company reported net  losses  of
$535,738 and $787,414, respectively, for the quarters ended June 30, 2003
and  2002, a decrease in the loss of $251,676 or 32%.  This represents  a
loss  of  $.01 per basic and diluted common share in each of the quarters
ended  June 30, 2003 and 2002.  The weighted average number of shares  of
common  stock outstanding of 86,692,223 and 77,045,178, for the  quarters
ended  June  30, 2003 and 2002, respectively, has increased by  9,647,045
shares. This resulted from the issuance of 194,400 shares of common stock
in  exercise  of  warrant,  12,000,000 shares issued  to  Mr.  Gerson  as
manufacturing agent, 1,921,501 shares issued to the manufacturer as  part
of  the agreement, 1,600,000 shares issued to Mr. Hiu and Mr. Monahan  in
lieu  of  compensation,  reduced by the retirement  of  7,000,000  shares
retired as part of the disposition of ProBio.












                                  -19-

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

Financial Position

     During  the  six-month  periods ended June 30,  2003  and  2002,  in
addition to the Joint Venture previously discussed, the following actions
also materially affected the Company's financial position.

   o  Igene sold  or  transferred all of its inventory during the quarter
      ended  June  30,  2002,  the  result  was  an  increase  in cash to
      operating activities of $374,000.

   o  The  carrying value of redeemable preferred stock was increased and
      paid-in  capital  available to common shareholders was decreased by
      $98,149  and  $8,450  in  2003  and  2002, respectively, reflecting
      cumulative unpaid dividends on redeemable preferred stock.

   o  During  the quarter ended June 30, 2003, $100,000 cash was used for
      the repayment of previous financing activity.

     In  December 1988, as part of an overall effort to contain costs and
conserve  working  capital,  Igene suspended  payment  of  the  quarterly
dividend on its preferred stock.  Resumption of the dividend will require
significant  improvements in cash flow.  Unpaid  dividends  cumulate  for
future  payment or addition to the liquidation preference  or  redemption
value  of  the preferred stock.  As of June 30, 2003, total dividends  in
arrears  on  Igene's  Series A preferred stock were $246,903  ($9.44  per
share)  and are included in the carrying value of the Series A  preferred
stock.   During  the  six  months  ended June  30,  2003  Igene  recorded
dividends  in arrears of $.48 per share aggregating $90,000 on  Series  B
preferred  stock. This amount has been reclassified from paid-in  capital
and  included in the carrying value of the Series B redeemable  preferred
stock,  representing the first accrual made for the series  B  redeemable
preferred stock.

Liquidity and Capital Resources

    Historically,   Igene   has   been   funded   primarily   by   equity
contributions and loans from stockholders. As of June 30, 2003, Igene had
working capital of $50,071, and cash and cash equivalents of $366,634.

    During  the  six-month period ended June 30, 2003  cash  provided  by
operation  amounted to $387,371 as opposed to the six-month period  ended
June 30, 2002 as cash used by operations amounted to $875,540.

     Cash of used by financing activities decreased during the six months
ended  June  30, 2003 to $418,448 from $519,106 for the six-month  period
ended June 30, 2002.

    Cash  was used by financing activities in repayment of loans  in  the
amount  of  $100,000  for the six-month period ended  June  30,  2003  as
opposed  to the $1,301,600 provided by financing activities for the  six-
month  period  ended  June  30,  2002.   Financing  activities  consisted
principally of notes from directors.

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

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


                                  -20-

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


Item 3. Controls and Procedures

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

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


                                  -21-

                        IGENE Biotechnology, Inc.
                                 PART II
                            OTHER INFORMATION

Item 1.  Legal Proceedings

Archer  Daniels  Midland, Inc. ("ADM") has sued  Igene,  alleging  patent
infringement  and requesting injunctive relief as well as an  unspecified
amount  of  damages  (suit  filed July 21,  1997,  U.S.  District  Court,
Baltimore,  MD).  Igene has filed a $300,450,000 counterclaim  concerning
the  theft  of trade secrets (counter claim filed August 4,  1997).   The
court denied ADM's request for preliminary injunctive relief.   Mediation
efforts during 1999 did not resolve this dispute, which has been returned
to  the  court for a judicial disposition.  On July 3, 2003 the presiding
judge  set  a  court  date of July 5, 2004, to return  to  trial.   Igene
believes  that  it is not probable that this dispute will  result  in  an
unfavorable  outcome  to  Igene.   Accordingly,  no  liability  has  been
reflected  in  the June 30, 2003 balance sheet. Nonetheless,  should  ADM
prevail, Igene could be liable for damages, and Igene could also lose the
right  to use a particular strain of yeast.  However, Igene expects  that
this  will  not  affect  Igene's ability to make and  sell  its  product,
AstaXin(R).  The Company had expenses of  $-0-, in the  six-month  period
ended June 30, 2003 and 2002 relating to this on-going litigation.

Item 2.  Changes in Securities and Use of Proceeds.

Limitation on Payment of Dividends
__________________________________

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

Item 3.  Defaults Upon Senior Securities.

In  December  1988,  as part of an overall effort to  contain  costs  and
conserve  working capital, the Company suspended payment of the quarterly
dividend on its preferred stock.  Resumption of the dividend will require
significant  improvements in cash flow.  Unpaid  dividends  cumulate  for
future  payment or addition to the liquidation preference  or  redemption
value  of  the preferred stock.  As of June 30, 2003, total dividends  in
arrears on the Company's Series A preferred stock were $246,903($9.44 per
share)  and are included in the carrying value of the Series A  preferred
stock.   During  the  six  months  ended June  30,  2003  Igene  recorded
dividends  in arrears of $.48 per share aggregating $90,000 on  Series  B
preferred  stock.  This amount has been removed from paid-in capital  and
included in the carrying value of the redeemable preferred stock.

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

At  the  annual  meeting  of  stockholders  held  on  June  13, 2003, the
following matters were submitted to stockholders' vote and were  approved
by  the  requisite  number of votes: (1) the election of six directors of
the Company:  Stephen  F. Hiu,  Thomas L. Kempner,  Michael G.  Kimelman,
Sidney R. Knafel, and Patrick F. Monahan; and (2) the ratification of the
appointment of Stegman & Company  as  the Company's  independent auditors
for the fiscal year ending  December 31, 2003.

Results of the voting were as follows:

<TABLE>
<CAPTION>
                                                   Votes                    Broker
                                      Votes        Against or   Votes       Non-
                                      For          Withheld     Abstained   Votes
                                      __________   __________   __________  __________
     <S>                              <C>          <C>          <C>         <C>
     (1)  Election of Directors
            Stephen F. Hiu            59,875,824   178,650      ---         ---
            Thomas L. Kempner         59,875,824   178,650      ---         ---
            Michael G. Kimelman       59,875,824   178,650      ---         ---
            Sidney R. Knafel          59,875,824   178,650      ---         ---
            Patrick F. Monahan        59,875,824   178,650      ---         ---

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


</TABLE>

                                  -22-
Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

 (a) Exhibits

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

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

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

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

 (b) Reports on Form 8-K

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


                                  -23-

                               SIGNATURES


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



                                    IGENE Biotechnology, Inc.
                                    _______________________________
                                    (Registrant)




     Date   July 27, 2005            By    /s/ STEPHEN F. HIU
            _____________                  ________________________
                                           STEPHEN F. HIU
                                           President




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




                                   -24-

                              EXHIBIT INDEX


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

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

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

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


                                  -25-

Exhibit 31(a)

                             CERTIFICATIONS
                             ______________

I, Stephen F. Hiu, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: July 27, 2005

/s/ STEPHEN F. HIU
___________________
    STEPHEN F. HIU
    President

<PAGE>

Exhibit 31(b)

                               CERTIFICATIONS
                               ______________

I, Edward J. Weisberger, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: July 27, 2005

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

<PAGE>

Exhibit 32(a)


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

      In  connection  with the IGENE Biotechnology, Inc. (the  "Company")
Quarterly Report on Form 10-QSB/A for the period ended June 31, 2003,  as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Stephen F. Hiu, President of the Company, certify  pursuant
to  18  U.S.C. Section 1350, as adopted pursuant to Section  906  of  the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

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


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

<PAGE>

Exhibit 32(b)

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

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

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

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


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