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


(Mark One)

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

            For the quarterly period ended March 31, 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     x              No
      _____                 _____


State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
94,943,746 shares as of April 4, 2003.
_____________________________________


Transitional Small Business Disclosure Format (check one):

Yes     x              No     x
      _____                 _____

<PAGE>
                             FORM 10-QSB
                      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 .............  11-13

     Management's Discussion and Analysis of Financial
     Conditions and Results of Operations ...................  14-19

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

SIGNATURES ..................................................  22-24

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>
                                                                         March 31,    December 31,
                                                                             2003            2002
                                                                      ____________    ____________
                                                                       (Unaudited)
<S>                                                                   <C>             <C>
ASSETS
CURRENT ASSETS

  Cash and cash equivalents                                           $   117,891     $   497,711
  Accounts receivable, (net of allowances of $24,000; 2003 and 2002)      216,794         528,065
  Inventory                                                               549,101         374,709
  Prepaid expenses and other current assets                               221,871         192,993
  Assets to be disposed of                                                    ---         628,326
  Deferred costs, current portion                                          74,160          74,160
                                                                      ____________    ____________

                                                                        1,179,817       2,295,964
OTHER ASSETS
  Property and equipment, net                                             186,663         196,258
  Deferred costs, net of current portion                                  158,624         187,753
  Equipment deposits                                                      199,685         199,685
  Loans receivable from manufacturing agent                               317,550         324,405
  Other assets                                                              4,886           5,188
                                                                      ____________    ____________

     TOTAL ASSETS                                                     $ 2,047,225     $ 3,209,253
                                                                      ============    ============
</TABLE>



























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

                               -5-
<TABLE>
           IGENE Biotechnology, Inc. and Subsidiaries
                   Consolidated Balance Sheets
                           (continued)
<CAPTION>
                                                                         March 31,    December 31,
                                                                             2003            2002
                                                                      ____________    ____________
                                                                       (Unaudited)
<S>                                                                   <C>             <C>
LIABILITIES, REDEEMABLE PREFERED STOCK
  AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses                               $   376,088     $   595,646
  Notes payable - directors                                               350,000         250,000
  Liabilities to be disposed of                                               ---         655,763
  Equipment lease payable                                                   4,795           3,590
                                                                      ____________    ____________

     TOTAL CURRENT LIABILITIES                                            730,883       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                                                      2,865,810       2,700,865
                                                                      ____________    ____________

     TOTAL LIABILITIES                                                 14,454,564      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 $ 17.28
     and $17.12, respectively.  Authorized
     1,312,500 shares, issued 26,155 shares                               451,959         447,774
                                                                      ____________    ____________

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

STOCKHOLDERS' DEFICIT
  Common stock --- $.01 par value per share.
     Authorized 750,000,000 shares;
     issued and outstanding 86,524,457
     and 92,943,746 shares, respectively.                                 865,245         929,437
  Additional paid-in capital                                           22,252,128      22,387,604
  Deficit                                                             (37,476,671)    (37,120,502)
                                                                      ____________    ____________


     TOTAL STOCKHOLDERS' DEFICIT                                      (14,359,298)    (13,803,461)
                                                                      ____________    ____________

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $ 2,047,225     $ 3,209,253
                                                                      ============    ============

</TABLE>

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

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

<CAPTION>


                                                      Three months ended
                                                _______________________________

                                                    March 31,          March 31,
                                                        2003               2002
                                                _____________     _____________
<S>                                             <C>               <C>

REVENUE
_______

  Sales - AstaXin(R)                            $    310,781      $    508,251
  Cost of sales - AstaXin(R)                        (300,534)         (430,660)
                                                _____________     _____________

  GROSS PROFIT                                        10,247            77,591

OPERATING EXPENSES
__________________

  Marketing and selling                              101,286           144,797
  Research, development and pilot plant              155,397           180,391
  General and administrative                         141,939           232,825
                                                _____________     _____________

       TOTAL OPERATING EXPENSES                      398,622           558,013
                                                _____________     _____________

       OPERATING LOSS                               (388,375)         (480,422)
                                                _____________     _____________

INTEREST EXPENSE                                    (205,231)         (218,141)
________________

  NET LOSS FROM CONTINUING OPERATIONS               (593,606)         (698,563)
                                                _____________     _____________

DISCONTINUED OPERATIONS
_______________________

Net loss from discontinued operations                    ---           (17,672)
Gain on disposal of discontinued operations          237,437               ---
                                                _____________     _____________

  NET GAIN (LOSS) FROM DISCONTINUED OPERATIONS       237,437           (17,672)
                                                _____________     _____________

      NET LOSS                                  $   (356,169)     $   (716,235)
                                                =============     =============

BASIC AND DILUTED NET LOSS PER COMMON SHARE
  FROM CONTINUING OPERATION                     $      (0.01)     $      (0.01)
                                                _____________     _____________

BASIC AND DILUTED NET LOSS PER COMMON SHARE
   FROM DISCONTINUED OPERATIONS                 $      (0.00)     $      (O.00)
                                                _____________     _____________

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

</TABLE>







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

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



                                                Redeemable Preferred Stock
                                                     (shares/amount)
                                                __________________________

<S>                                             <c>           <c>
Balance at January 1, 2002                          26,405    $   435,154

Cumulative undeclared dividends
  on redeemable preferred stock                        ---          4,225

Exercise of employee stock options                     ---            ---

Exercise of warrants                                   ---            ---

Net loss for the three months ended
  March 31, 2002                                       ---            ---
                                                ___________    ____________

Balance at March 31, 2002                           26,405     $   439,379
                                                ===========    ============


Balance at January 1, 2003                         213,155     $ 1,947,774

Cumulative undeclared dividends
  on redeemable preferred stock                        ---           4,185

Exercise of employee stock options                     ---             ---

Exercise of warrants                                   ---             ---

Net loss for the three months ended
  March 31, 2003                                       ---             ---
                                                ___________   _____________

Balance at March 31, 2003                          213,155    $  1,951,959
                                                ===========   =============

</TABLE>




















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

                               -8-
<TABLE>

                                  IGENE Biotechnology, Inc. and Subsidiaries
                               Consolidated Statements of Stockholders' Deficit
                                         (Unaudited - Continued)

<CAPTION>

                                                                         Additional                      Total
                                                     Common Stock         Paid-in                    Stockholders'
                                                    (shares/amount)       Capital       Deficit         Deficit
                                                ______________________  ____________  _____________  _____________

<S>                                             <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                         ---       ---        (4,225)           ---         (4,225)

Shares issued for manufacturing agreement         1,157,018    11,570        46,282            ---         57,852

Net loss for the three months ended
  March 31, 2002                                        ---       ---           ---       (716,235)      (716,235)
                                                 __________ __________  ____________  _____________  _____________

Balance at March 31, 2002                        77,005,618 $ 770,056   $22,230,893   $(34,646,758)  $(11,645,809)
                                                 ========== ==========  ============  =============  =============


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                         ---       ---        (4,185)           ---         (4,185)

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

Shares issued for manufacturing Agreement           580,711     5,808         8,709            ---         14,517

Net loss for the three months ended
  March 31, 2003                                        ---       ---           ---       (356,169)      (356,169)
                                                 __________ __________  ____________  _____________  _____________

Balance at March 31, 2003                        86,524,457 $ 865,245   $22,252,128   $(37,476,671)  $(14,359,298)
                                                 ========== ==========  ============  =============  =============

</TABLE>





















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

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

<CAPTION>

                                                                     Three months ended
                                                                   March 31,        March 31,
                                                                       2003             2002
                                                                _____________    _____________
<S>                                                             <C>              <C>

Cash flows from operating activities
   Net loss                                                     $   (356,169)    $   (716,235)
   Adjustments to reconcile net loss to net cash used
   by operating activities:
     Depreciation                                                      5,892           12,183
     Amortization                                                     29,129           29,129
     Manufacturing cost paid in shares of common stock                14,517           57,852
     Interest on debenture paid in shares of common stock                ---           45,000
     Decrease (increase) in:
       Accounts receivable                                           544,051          239,965
       Inventory                                                    (407,172)        (494,231)
       Prepaid expenses and other current assets                     (49,158)        (158,665)
     Increase (decrease) in:
       Accounts payable and accrued expenses                        (260,910)          10,106
                                                                _____________    _____________

       Net cash used in operating activities                        (479,820)        (974,896)
                                                                _____________    _____________

Cash flows from investing activities
   Capital expenditures & sales                                          ---          (23,823)
         Deposits and other assets                                       ---          (26,051)
                                                                _____________    _____________

       Net cash used in investing activities                             ---          (49,874)
                                                                _____________    _____________

Cash flows from financing activities
   Proceeds from borrowing                                           100,000          750,000
   Repayment of long-term debt                                           ---           (1,733)
                                                                _____________    _____________

       Net cash provided by financing activities                     100,000          748,267
                                                                _____________    _____________

       Net (decrease) increase in cash and cash equivalents         (379,820)        (267,503)

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

       Cash and cash equivalents at end of period               $    117,891     $    117,984
                                                                =============    =============

Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                          $        141     $        224
Cash paid for income taxes                                               ---              ---

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

</TABLE>





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

                              -10-

            IGENE Biotechnology, Inc. and Subsidiary
                  Notes to Financial Statements

(1)  Unaudited consolidated financial statements

     The   March  31,  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 and results of  operation  and  cash
     flows.  Such financial statements do not include all of  the
     information  and footnote disclosures normally  included  in
     financial  statements prepared in accordance with accounting
     principles  generally  accepted  in  the  United  States  of
     America.   This  quarterly report on Form 10-QSB  should  be
     read  in conjunction with Igene's Annual Report on Form  10-
     KSB for the year ended December 31, 2002.

(2)  Noncash investing and financing activities

     During  the three months ended March 31, 2003 and 2002,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred  stock at $.16 per  share  aggregating
     $4,185 and $4,225, respectively, which has been removed from
     paid-in  capital and included in the carrying value  of  the
     redeemable preferred stock.

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

(3)  Foreign Currency Translation and Transactions

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


(4)  Inventories

     Inventory, 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,  is  as
     follows:

<TABLE>
<CAPTION>

                                      March 31,    December 31,
                                          2003            2002
                                   _____________  _____________
     <S>                           <C>            <C>
     Work-in-process - AstaXin(R)  $     11,308   $     11,308
     Finished goods - AstaXin(R)        537,793        363,401
                                   _____________  _____________

          Total inventory          $    549,101   $    374,709


</TABLE>



                               -11-

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



(5)  Stockholders' Equity (Deficit)

     As  of  March  31, 2003 and 2002, 427,310 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  March  31,  2003  and  2002  74,604,500  shares,  of
     authorized  but  unissued  common stock  were  reserved  for
     distribution and exercise pursuant to the Company's Employee
     Stock Option Plans.

     As  of  March 31, 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.

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

     As   of  March  31,  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  March 31, 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  March  31, 2003 and 2002, 11,696,731 and  13,799,963
     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.

(6)  Basic and diluted net loss per common share

     Basic  and diluted net loss per common share for the  three-
     month  periods  ended March 31, 2003 and 2002  is  based  on
     86,524,457   and   75,848,600,  respectively,  of   weighted
     average   common  shares  outstanding.   For   purposes   of
     computing net loss per common share, the amount of net  loss
     has  been  increased by cumulative undeclared  dividends  in
     arrears on preferred stock.  No adjustment has been made for
     any  common  stock  equivalents  outstanding  because  their
     effects would be antidilutive.

(7)  Income Taxes

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








                              -12-

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

(8)  Contingency - Litigation

     Archer   Daniels  Midland,  Inc.  ("ADM")  has  sued  Igene,
     alleging   patent  infringement  and  requesting  injunctive
     relief  as  well as an unspecified amount of  damages  (suit
     filed  July  21, 1997, U.S. District Court, Baltimore,  MD).
     Igene  has filed a $300,450,000 counterclaim concerning  the
     theft of trade secrets (counter claim filed August 4, 1997).
     The  court  denied ADM's request for preliminary  injunctive
     relief.   Mediation efforts during 1999 did not resolve this
     dispute, which has been returned to the court for a judicial
     disposition. Presently, a stay on all discovery  remains  in
     effect  while  a court-appointed expert analyzes  the  yeast
     products  of both parties.  Igene believes that  it  is  not
     probable  that  this dispute will result in  an  unfavorable
     outcome  to  Igene.   Accordingly,  no  liability  has  been
     reflected  in the March 31, 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).
     Igene had expenses of $0 in the three months ended March 31,
     2003 and 2002 relating to this on-going litigation.

(9)  Uncertainty

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $37,000,000  from  inception  to
     March  31, 2003 and its liabilities and redeemable preferred
     stock  exceeded  its assets by approximately $14,359,298  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),  may  permit Igene to attract additional capital
     and enable it to continue.   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.  Though the achievement
     of these cannot be assured.

     During 2002 and 2003, 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, and $100,000 respectively.

(10) 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  of  the
     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 periods ended March 31:

<TABLE>
<CAPTION>

                                                                 2003              2002
                                                         _____________     _____________
      <S>                                                <C>               <C>
      Net loss:
        As reported                                      $   (356,169)     $   (716,235)
      Less pro forma stock-based employee
        compensation expense determined under fair
        value based method net of related tax effects        (171,250)         (104,584)
                                                         _____________     _____________

      Net loss per common share:                             (527,419)         (820,819)
                                                         =============     =============
      Net loss per Share:
        Basic - as reported                              $      (0.01)     $      (0.01)
        Basic - pro forma                                $      (0.01)     $      (0.01)

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

</TABLE>
                              -13-

           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 March
31,  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  March  31,
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  new Joint Venture as referred to in the following Recent
Developments paragraph, will enter into a lease of real  property
with  an  affiliate of Tate in Selby, England upon  which  a  new
manufacturing  facility will be constructed and operated  by  the
Joint Venture.









                              -14-

                    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 JV Company.

Results of Operations
_____________________

Sales and other revenue

     Sales of AstaXin(R) during the quarter ended March  31, 2003
and 2002, were $310,781 and $508,251, respectively, a decrease of
$197,470  or  39%.  Sales have been limited in the past  quarters
due  to  unsatisfactory production quantity 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 $10,247 and  $77,591
for  the  quarters  ended March 31, 2003 and 2002,  respectively,
reflecting a decrease of $67,344 for the quarter ended March  31,
2003  as  compared to the prior comparable period.  Gross  profit
for the quarters ended March 31, 2003 and 2002 was 3% and 15%  of
sales  for  such quarters, respectively.  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 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   March  31,  2003  and  2002  of  $300,534  and  $430,660,
respectively,  a decrease of $130,126 or 30%.  The  reduction  in
cost  was a result of reduced quantity produced, not a result  of
increased production efficiencies.

Marketing and selling expenses

     Marketing  expenses are expected to continue  to  return  to
prior   increased  levels,  since  to  achieve   continuing   and
increasing sales, and to enter other  markets for AstaXin(R), the
Company  will  need to make additional marketing efforts.   These
additional  expenses are expected to be funded by  gross  profits
from product sales. However, there can be no assurance that these
sales  will  occur,  that  they will be material  or  that  gross
profits  will  result.  Marketing  and selling expenses  for  the
quarter  ended  March  31,  2003 were  $101,286,  a  decrease  of
$43,511,  or  30%  over  the marketing and  selling  expenses  of
$144,797 for the quarter ended March 31, 2002.

                              -15-

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


Research, development and pilot plant expenses

     Research, development and pilot plant expenses are  expected
to  be  maintained at the current level in support of  increasing
the    efficiency   of   the   manufacturing   process    through
experimentation  in  the Company's pilot  plant,  development  of
higher  yielding strains of yeast and other improvements  in  the
Company's AstaXin(R) technology.  For  the  first quarter of 2003
and   2002,   these   expenses   were   $155,397   and  $180,391,
respectively, a decrease of $24,994 or 14%. However, there can be
no  assurance  that  any improvements in efficiency or yield will
occur,  or  that  if  they  occur they will be material.  In  the
future,  these  expenses  are  expected  to be funded through the
joint  venture,  and  by  profitable  operations,  if  profitable
operations occur.

Operating expenses

     General and administrative expenses for the first quarter of
2003  and  2002  were  $141,939  and  $232,825,  respectively,  a
decrease  of  $90,886 or 39%.  This decrease results concurrently
with   the   disposition   of  ProBio  Nutraceuticals,   reducing
additional management and the related overhead incurred.  General
and  administrative  expenses are expected  to  continue  at  the
current rate in the near future.  These expenses are expected  to
be funded through the joint venture and by profitable operations,
if profitable operations occur.


Litigation expenses

     Management expects  to ultimately recover  some  portion  of
litigation  expenses  previously incurred, which  are  associated
with  the suit filed against the Company by ADM and the Company's
counterclaim,   through  damage  awards  and  to   preserve   the
commercial product  rights associated with  AstaXin(R).  However,
there  can  be no assurance that the Company will receive  damage
awards  or  that  its  rights  will be  preserved.   The  Company
incurred no litigation expenses for the quarters ended March  31,
2003  and 2002.  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 March 31, 2003 financial statements.

Interest expense

     Interest expense for the first quarter of 2003 and 2002  was
$205,231 and $218,141, respectively, a decrease of $12,910 or 6%.
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.












                              -16-

                    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, 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 continues to serve the
Company  as a consultant, 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.  The principles followed in determining the amount paid
for  the ProBio shares involved a consideration 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.   The  2002 net operating loss  of  the  division
being sold as ProBio are $437,051 on sales of $2,306,193 and  are
reflected  on the 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  returned  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 the first quarter of 2003  was  $237,427.
This gain is 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  $356,169 and $716,235, respectively,  for  the  first
quarters of 2003 and 2002, a decrease in the loss of $360,066  or
50%.  This represents a loss of $.01 per basic and diluted common
share  in  each  of  the first quarters of 2003  and  2002.   The
weighted average number of shares of common stock outstanding  of
86,524,457  and 75,848,600, for the first quarters  of  2003  and
2002,  respectively,  has  increased by 10,675,857  shares.  This
resulted  from the issuance of 40,000 shares in lieu of  interest
payment  on  a  subordinated debenture, the issuance  of  194,400
shares of common stock in exercise of warrant,  12,000,000 shares
issued to Mr. Gerson as manufacturing agent, 1,600,000  shares in
total 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.







                              -17-

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


Financial Position

     During  the  quarters ended March 31,  2003  and  2002,  the
following   actions  also  materially  affected   the   Company's
financial position:

   -  Igene  increased  inventory  from  manufacture  during  the
  quarter ended March 31, 2002 by $407,172.

   -  The  carrying  value  of  redeemable  preferred  stock  was
      increased   and   paid-in   capital  available   to  common
      shareholders   was  decreased  by  $4,185 in 2003 and 2002,
      reflecting   cumulative   unpaid  dividends  on  redeemable
      preferred stock.

   -  Accounts receivable collections during the first quarter of
      2002 provided $544,051 in cash to the Company.

     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  March 31, 2003, total dividends  in  arrears  on
Igene's preferred stock total $242,718 ($9.28 per share) and  are
included in the carrying value of the redeemable preferred stock.

Liquidity and Capital Resources

     Historically, Igene  has  been funded  primarily  by  equity
contributions and loans from stockholders. As of March 31,  2003,
Igene  had  working  capital  of  $448,934,  and  cash  and  cash
equivalents of $117,891.

     Cash used by operating activities during the quarters  ended
March  31,  2003  and  2002 amounted to  $479,820  and  $947,896,
respectively, a decrease in cash used of $468,076.

     No cash  was used by investing activities during the quarter
ended  March  31, 2003, decreasing from $49,874 for  the  quarter
ended March 31, 2002.

     Cash provided by financing activities decreased by $648,627,
from  $742,267 for the quarter ended March 31, 2002  to  $100,000
for  the  quarter  ended  March 31, 2003.   Financing  activities
consisted principally of notes from directors.  For the  quarters
ended  March  31, 2003 and 2002, the contributions were  $100,000
and $750,000, respectively.

     Over the  next twelve months, Igene believes  it  will  need
additional  working capital. Igene hopes to achieve profits  from
sales of AstaXin(R), but additional funding will also be required
to  finance  increased customer receivables and inventory  levels
caused  by expansion of sales and manufacturing.  These  fundings
are  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 to Igene to fund its continued operations.

     The  Company  does  not believe that  inflation  has  had  a
significant  impact on its operations during the  quarters  ended
March 31, 2003 and 2002.





                              -18-

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


Item 3. Controls and Procedures

Based on their most recent review, which was completed within  90
days  of  the  filing  of  this report, the  Company's  principal
executive  officer and principal financial officer have 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 significant  changes  in
Igene's  internal  controls  or  in  other  factors  that   could
significantly  affect those controls subsequent to  the  date  of
their evaluation.






































                              -19-


                    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. Presently,  a  stay  on  all
discovery  remains  in  effect  while  a  court-appointed  expert
analyzes the yeast products of both parties.  Igene believes that
it   is  not  probable  that  this  dispute  will  result  in  an
unfavorable outcome to Igene.  Accordingly, no liability has been
reflected  in  the  March  31, 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 three months ended March 31, 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 March 31, 2003, total dividends in arrears on  the
Company's  preferred stock total $242,718 ($9.28 per  share)  and
are  included  in the carrying value of the redeemable  preferred
stock.

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

None

Item 5.  Other Information

None











                              -20-

Item 6.  Exhibits and Reports on Form 8-K

 (a) Exhibits

          Exhibit   10.11   -  First  Amendment   to   Indenture,
          Securities,  Warrant Agreement and Warrant Certificates
          dated as of March 18, 2003.

          Exhibit  10.12 -- Joint Venture Agreement  between  the
          Company  and  Tate  & Lyle Fermentation  Products  Ltd.
          dated  as  of  March 18, 2003, incorporated  herein  by
          reference to the Company's Current Report on  Form  8-K
          filed with the Commission on May 13, 2003.

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

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

 (b) Reports on Form 8-K

     On February 20, 2003, Igene filed a Current Report on Form 8-
     K  disclosing the Stock Purchase and Severance Agreement  by
     and among Igene Biotechnology, Inc., Fermtech AS, Stein Ulve
     and Per Benjaminsen, as well as a press release relating  to
     the ProBio disposition.



































                              -21-

                           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   May 14, 2003           By   /s/STEPHEN F. HIU
       ____________                _____________________________
                                      STEPHEN F. HIU
                                      President




Date   May 14, 2003           By   /s/EDWARD J. WEISBERGER
       ____________                _____________________________
                                      EDWARD J. WEISBERGER
                                      Chief Financial Officer






























                              -22-

I, Stephen F. Hiu, certify that:

1.   I   have  reviewed this quarterly report on Form  10-QSB  of
     IGENE Biotechnology, Inc.;

2.   Based  on  my  knowledge,  this quarterly  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 quarterly report;

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

4.   The   registrant's  other  certifying  officers  and  I  are
     responsible  for  establishing  and  maintaining  disclosure
     controls  and  procedures  (as defined in Exchange Act Rules
     13a-14  and  15d-14) for  the  registrant  and  we  have: a)
     designed such disclosure  controls  and procedures to ensure
     that   material  information  relating  to  the  registrant,
     including  its  consolidated  subsidiaries,  is  made  known
     to us by others  within  those entities, particularly during
     the period in which this quarterly report is being prepared;
     b)  evaluated   the   effectiveness  of   the   registrant's
     disclosure  controls  and  procedures as of a date within 90
     days prior to the filing date of this quarterly  report (the
     "Evaluation  Date");  and  c) presented  in  this  quarterly
     report  our  conclusions  about  the  effectiveness  of  the
     disclosure  controls  and procedures based on our evaluation
     as of the Evaluation Date;

5.   The  registrant's  other  certifying  officers  and  I  have
     disclosed,  based  on  our most recent  evaluation,  to  the
     registrant's   auditors   and   the   audit   committee   of
     registrant's board  of  directors (or persons performing the
     equivalent function): a) all significant deficiencies in the
     design   or  operation  of  internal  controls  which  could
     adversely   affect   the  registrant's   ability  to record,
     process,   summarize   and   report  financial data and have
     identified  for  the  registrant's  auditors  any   material
     weaknesses  in  internal controls; and b) any fraud, whether
     or not material, that involves management or other employees
     who  have a significant role in the  registrant's   internal
     controls; and

6.   The  registrant's  other  certifying  officers  and  I  have
     indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent
     to  the  date  of  our most recent evaluation, including any
     corrective  actions  with regard to significant deficiencies
     and material weaknesses.

Date: May 14, 2003

/s/ STEPHEN F. HIU
______________________
    STEPHEN F. HIU
    President













                              -23-

I, Edward J. Weisberger, certify that:

1.   I  have  reviewed this quarterly report on  Form  10-QSB  of
     IGENE Biotechnology, Inc.;

2.   Based  on  my  knowledge,  this quarterly  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 quarterly report;

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

4.   The   registrant's  other  certifying  officers  and  I  are
     responsible  for  establishing  and  maintaining  disclosure
     controls  and procedures (as defined in Exchange  Act  Rules
     13a-14  and  15d-14)  for the registrant  and  we  have:  a)
     designed  such disclosure controls and procedures to  ensure
     that   material  information  relating  to  the  registrant,
     including its consolidated subsidiaries, is made known to us
     by  others  within those entities, particularly  during  the
     period in which this quarterly report is being prepared;  b)
     evaluated  the effectiveness of the registrant's  disclosure
     controls and procedures as of a date within 90 days prior to
     the  filing  date of this quarterly report (the  "Evaluation
     Date");  and  c)  presented  in this  quarterly  report  our
     conclusions  about  the  effectiveness  of  the   disclosure
     controls  and procedures based on our evaluation as  of  the
     Evaluation Date;

5.   The  registrant's  other  certifying  officers  and  I  have
     disclosed,  based  on  our most recent  evaluation,  to  the
     registrant's   auditors   and   the   audit   committee   of
     registrant's  board of directors (or persons performing  the
     equivalent function): a) all significant deficiencies in the
     design  or  operation  of  internal  controls  which   could
     adversely   affect  the  registrant's  ability  to   record,
     process,  summarize  and  report  financial  data  and  have
     identified  for  the  registrant's  auditors  any   material
     weaknesses  in internal controls; and b) any fraud,  whether
     or not material, that involves management or other employees
     who  have  a  significant role in the registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers  and  I  have
     indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent
     to  the  date  of our most recent evaluation, including  any
     corrective  actions with regard to significant  deficiencies
     and material weaknesses.

Date: May 14, 2003

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













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                          EXHIBIT INDEX

     Exhibit  10.11  - First Amendment to Indenture,  Securities,
     Warrant Agreement and Warrant Certificates dated as of March
     18, 2003.

     Exhibit 10.12 -- Joint Venture Agreement between the Company
     and Tate & Lyle Fermentation Products Ltd. dated as of March
     18,  2003, incorporated herein by reference to the Company's
     Current Report on Form 8-K filed with the Commission on  May
     13, 2003.

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

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











































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