U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                            FORM 10-QSB/A
                           (Amendment #1)



(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, 2004
            _____________________________________________

[ ]     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:
94,275,531 shares of common stock, par value $.01, as of May 12, 2004.
______________________________________________________________________

Transitional Small Business Disclosure Format (check one):

Yes                    No    x
      ___                   ___

<PAGE>

Explanatory Note:

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

As disclosed in the Notification, the Registrant contacted the Office
of  Chief Accountant of the Commission requesting further guidance on
this  accounting matter.  The Registrant engaged in discussions  with
the  Staff of the Commission relating to the accounting treatment  of
the  Registrant's  interest  in the Joint  Venture.   The  Commission
advised  the registrant that the historical accounting treatment  was
not appropriate.  In a letter dated May 12, 2005, and received by the
Company  on the same date, Berenson notified the Registrant that  the
Financial  Statements  should no longer be  relied  upon  because  of
errors  in those Financial Statements.  The Registrant is now in  the
process  of  correcting and restating the Financial  Statements  (the
"Restatement").   The  Registrant  has  filed  restatements  for  the
quarterly periods ended June 30, 2003 and September 30, 2003 and  the
annual  report for the year ended December 31, 2003.  The  registrant
plans  to file the remainder of the restated Financial Statements  as
soon  as  is  practicable after the necessary corrections  have  been
made.

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

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

The  Company can not recognize losses of the Joint Venture beyond its
investment  (including advances) in the Joint  Venture.   As  of  the
first  quarter of 2004 the Company had an initial investment  of  and
amounts due from the Joint Venture of $850,368.  Igene's share of the
loss  through March 31, 2004 equaled $1,588,494, exceeding the  total
investment  by  $738,126.  This excess loss, and  all  future  losses
incurred as a result of the Joint Venture, that are in excess of  the
Company's investment and advances, will be suspended until the  point
that  the  profits of the Joint Venture, if any, exceed the  incurred
losses.

As  in  the  originally  issued financial statements,  the  Company's
preferred  stock has been classified as liabilities in  the  restated
financial  statement  in accordance with the Statement  of  Financial
Accounting  Standards  No.  150  "Accounting  for  Certain  Financial
Instruments  with  Characteristics of both  Liabilities  and  Equity"
("FASB  150").   However the amounts previously stated  as  dividends
after  the effective date of FASB 150, which was at the beginning  of
the  third  quarter of 2003,  have been recharacterized  as  interest
expense    in    the    restated    financial    statements.      The
recharacterization  increases interest expense  by  $34,225  for  the
three months ended March 31, 2004.

For  the convenience of the reader, this Form 10-QSB/A sets forth the
Form 10-QSB originally filed with the SEC on May  14, 2004 (the "Form
10-QSB")  in  its entirety.  However, this Form 10-QSB/A only  amends
and  restates Items [1 and 2 of Part I] of the Form 10-QSB,  in  each
case,  solely as a result of, and to reflect the Restatement  and  no
other  information  in  the  Form  10-QSB  is  amended  hereby.   The
foregoing  items  have  not  been updated  to  reflect  other  events
occurring  after the original filing date of the Form  10-QSB  or  to
modify or update those disclosures affected by subsequent events.  In
addition, pursuant to the rules of the SEC, Item 6 of Part II of  the
Form   10-QSB   has   been   amended   to   contain   currently-dated
certifications from the Company's Chief Executive Officer  and  Chief
Financial  Officer,  as  required by Sections  302  and  906  of  the
Sarbanes-Oxley  Act  of 2002.  The certifications  of  the  Company's
Chief  Executive Officer and Chief Financial Officer are attached  to
this Form 10-QSB/A as Exhibits 31(a), 31(b), 32(a) and 32(b).
<PAGE>
Except  for  the  foregoing amended information, this  Form  10-QSB/A
continues to speak as of the original filing date of the Form 10-QSB,
and  the  Company has not updated the disclosure contained herein  to
reflect events that occurred at a later date.  Other events occurring
after the filing of the Form 10-QSB or other disclosures necessary to
reflect  subsequent events are addressed, or will  be  addressed,  in
subsequent filings with the SEC.
<PAGE>
                            FORM 10-QSB/A
                      IGENE Biotechnology, Inc.


                                INDEX



PART I    -   FINANCIAL INFORMATION

                                                              Page

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

     Consolidated Statements of Operations .................   6

     Consolidated Statements of Stockholders' Deficit.......   7-8

     Consolidated Statements of Cash Flows .................   9

     Notes to Consolidated Financial Statements ............  10-16

     Management's Discussion and Analysis of Financial
     Conditions and Results of Operations ..................  17-23

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

SIGNATURES .................................................  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>
<CAPTION>
                               IGENE Biotechnology, Inc. and Subsidiaries
                                       Consolidated Balance Sheets

                                                                      March 31,    December 31,
                                                                          2004            2003
                                                                  _____________   _____________
                                                                    (Unaudited)
                                                                     (Restated)
<S>                                                               <C>             <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                       $    183,551    $     63,075
  Accounts receivable                                                  103,067         156,458
  Prepaid expenses and other current assets                             37,060          43,675
                                                                  _____________   _____________

                                                                       323,678         263,208
OTHER ASSETS
  Property and equipment, net                                          144,119         148,931
  Loans receivable from manufacturing agent                            118,966         122,964
  Other assets                                                           4,886           4,886
                                                                  _____________   _____________

     TOTAL ASSETS                                                 $    591,649    $    539,989
                                                                  =============   =============

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses                           $    220,357    $    185,862
  Equipment lease payable                                                  571           1,498
                                                                  _____________   _____________

     TOTAL CURRENT LIABILITIES                                         220,928         187,360

LONG-TERM LIABILITIES
  Notes payable                                                      5,842,767       5,842,767
  Convertible debentures                                             4,814,212       4,814,212
  Accrued interest                                                   3,588,007       3,398,272

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative,
  convertible, voting, series A, $.01 par value per share. Stated
  value was $17.92 and $17.76, respectively.  Authorized 1,312,500
  shares, issued 25,605                                                458,970         454,745
                                                                  _____________   _____________

  Carrying amount of redeemable preferred stock,
  8% cumulative, convertible, voting, series B, $.01 par value
  per share.  Stated value was $8.96 and $8.80 respectively,
  per share.  Authorized, issued and outstanding 187,500 shares.     1,680,000       1,650,000
                                                                  _____________   _____________

     TOTAL LIABILITIES                                              16,604,884      16,347,356
                                                                  _____________   _____________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock --- $.01 par value per share. Authorized
  750,000,000 shares; issued and outstanding 93,722,769 and
  92,747,469 shares, respectively.                                     937,228         927,475
  Additional paid-in capital                                        22,653,555      22,556,553
  Deficit                                                          (39,604,018)    (39,291,395)
                                                                  _____________   _____________

     TOTAL STOCKHOLDERS' DEFICIT                                   (16,013,235)    (15,807,367)
                                                                  _____________   _____________

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $    591,649    $    539,989
                                                                  =============   =============

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

                               -5-
<TABLE>
<CAPTION>
                          IGENE Biotechnology, Inc. and Subsidiaries
                             Consolidated Statements of Operations
                                        (Unaudited)

                                                                        Three months ended
                                                                  _____________________________
                                                                     March 31,       March 31,
                                                                         2004            2003
                                                                  _____________   _____________
                                                                     (Restated)
<S>                                                               <C>             <C>
REVENUE
_______

  Sales - AstaXin(R)                                              $        ---    $    310,782
  Cost of sales - AstaXin(R)                                               ---        (300,534)
                                                                  _____________   _____________

  GROSS PROFIT                                                             ---          10,247

OPERATING EXPENSES
__________________

  Marketing and selling                                                 48,022         101,286
  Research, development and pilot plant                                208,410         155,397
  General and administrative                                           149,878         141,939
  Litigation expense                                                    13,080             ---
  Less operating expenses reimbursed by Joint Venture                ( 363,044)            ---
                                                                  _____________   _____________

       TOTAL OPERATING EXPENSES                                         56,346         398,622
                                                                  _____________   _____________

       OPERATING LOSS                                                  (56,346)       (388,375)
                                                                  _____________   _____________

EQUITY IN LOSS OF UNCONSOLIDATED SUBSIDIARY                            (32,316)            ---
INTEREST EXPENSE                                                      (223,961)       (205,231)
                                                                  _____________   _____________

  NET LOSS FROM CONTINUING OPERATIONS                                 (312,623)       (593,606)
                                                                  _____________   _____________

DISCONTINUED OPERATIONS
_______________________

Gain on disposal of discontinued operations                                ---         237,437
                                                                  _____________   _____________

  NET GAIN FROM DISCONTINUED OPERATIONS                                    ---         237,437
                                                                  _____________   _____________

       NET LOSS                                                   $   (312,623)   $   (356,169)
                                                                  =============   =============

BASIC AND DILUTED NET LOSS PER COMMON SHARE
  FROM CONTINUING OPERATION                                       $      (0.00)   $      (0.01)
                                                                  _____________   _____________

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


BASIC AND DILUTED NET LOSS PER COMMON SHARE                       $      (0.00)   $      (0.01)
                                                                  =============   =============
</TABLE>



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

                               -6-
<TABLE>
<CAPTION>
                IGENE Biotechnology, Inc. and Subsidiaries
             Consolidated Statements of Stockholders' Deficit
                                (Unaudited)


                                                   Redeemable Preferred Stock
                                                        (shares/amount)
                                                   __________________________
<S>                                                <C>            <C>
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
                                                   ============  ============

Balance at January 1, 2004                             213,105   $ 2,104,745

Cumulative undeclared dividends
  on redeemable preferred stock                            ---        34,225

Exercise of employee stock options                         ---           ---

Exercise of warrants                                       ---           ---

Net loss for the three months ended March 31, 2004         ---           ---
                                                   ____________  ____________

Balance at March 31, 2004  (Restated)                  213,105   $ 2,138,970
                                                   ============  ============
</TABLE>
The accompanying notes are an integral part of the financial statements.

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

                                                                         Additional                       Total
                                                   Common Stock           Paid-in                     Stockholders'
                                                  (shares/amount)         Capital         Deficit        Deficit
                                            __________________________  _____________  _____________  _____________
<S>                                         <C>           <C>           <C>            <C>            <C>
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)
                                            ============  ============  =============  =============  =============

Balance at January 1, 2004                   92,747,469   $   927,475   $ 22,556,553   $(39,291,395)  $(15,807,367)


Employee stock option exercise                  300,000         3,000         15,500            ---         18,500

Shares issued for manufacturing
  Agreement                                     675,300         6,753         81,502            ---         88,255

Net loss for the three months ended
  March 31, 2004                                    ---           ---            ---       (312,623)      (312,623)
                                            ____________  ____________  _____________  _____________  _____________

Balance at March 31, 2004 (Restated)         93,722,769   $   937,228   $ 22,653,555   $(39,604,018) $(16,013,235)
                                            ============  ============  =============  =============  =============
</TABLE>

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

                               -8-
<TABLE>
<CAPTION>
                          IGENE Biotechnology, Inc. and Subsidiaries
                             Consolidated Statements of Cash Flows
                                          (Unaudited)

                                                                     Three months ended
                                                                   March 31,     March 31,
                                                                       2004          2003
                                                               _____________  _____________
                                                                  (Restated)
<S>                                                            <C>            <C>
Cash flows from operating activities
   Net loss                                                    $   (312,623)  $   (356,169)
   Adjustments to reconcile net loss to net cash used
   by operating activities:
     Depreciation                                                     4,812          5,892
     Amortization                                                       ---         29,129
     Manufacturing cost paid in shares of common stock               88,255         14,517
     Equity in loss of unconsolidated joint venture                  32,316            ---
     Decrease (increase) in:
       Accounts receivable                                           57,389        544,051
       Due from Joint Venture                                       (32,316)           ---
       Inventory                                                        ---       (407,172)
       Prepaid expenses and other current assets                      6,615        (49,158)
     Increase (decrease) in:
       Accounts payable and accrued expenses                        224,230       (260,910)
                                                               _____________  _____________

       Net cash provided by (used in) operating activities           68,678       (479,820)
                                                               _____________  _____________

Cash flows from investing activities
       Net cash used in investing activities                            ---            ---
                                                               _____________  _____________

Cash flows from financing activities
   Proceeds from borrowing                                              ---        100,000
   Increase in preferred stock for cumulative dividend
     classified as interest                                          34,225            ---
   Repayment of equipment lease payable                                (927)           ---
   Proceeds from exercise of employee stock options                  18,500            ---
                                                               _____________  _____________

       Net cash provided by financing activities                     51,798        100,000
                                                               _____________  _____________

       Net increase (decrease) in cash and cash equivalents         120,476       (379,820)

       Cash and cash equivalents at beginning of period              63,075        497,711
                                                               _____________  _____________

       Cash and cash equivalents at end of period              $    183,551   $    117,891
                                                               =============  =============
Supplementary disclosure and cash flow information
__________________________________________________

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

</TABLE>
See Note (2) for non-cash investing and financing activities.


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

                               -9-
            IGENE Biotechnology, Inc. and Subsidiary
                  Notes to Financial Statements

(1)  Unaudited consolidated financial statements

     The   March  31,  2004,  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/A should  be
     read  in conjunction with Igene's Annual Report on Form  10-
     KSB/A for the year ended December 31, 2003.

(2)  Nature of Operations

     Igene  Biotechnology, Inc. (the "Company") was  incorporated
     under the laws of the State of Maryland on October 27,  1981
     as  "Industrial Genetics, Inc."  Igene changed its  name  to
     "IGI  Biotechnology, Inc." on August 17, 1983 and to  "Igene
     Biotechnology, Inc." on April 14, 1986.  Igene is located in
     Columbia,  Maryland  and  is  engaged  in  the  business  of
     industrial microbiology and related biotechnologies.   As  a
     result of the stock purchase, ProBio became our wholly-owned
     subsidiary.   Igene has operational subsidiaries  in  Norway
     and  Chile.   IGENE Biotechnology, Inc. (the  "Company")  is
     engaged  in  the  business  of  developing,  marketing,  and
     manufacturing  specialty ingredients for  human  and  animal
     nutrition.   Igene was formed to develop, produce and market
     value-added  specialty biochemical  products.   Igene  is  a
     supplier  of  natural astaxanthin, an essential nutrient  in
     different  feed applications and as a source of pigment  for
     coloring   farmed  salmon  species.   Igene  also   supplies
     nutraceutical ingredients, as well as consumer ready  health
     food  supplements, including astaxanthin.  Igene is  focused
     on  fermentation  technology,  pharmacology,  nutrition  and
     health   in  its  marketing  of  products  and  applications
     worldwide.

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

     In  an  effort to develop a dependable source of production,
     March  19,  2003,  Tate  & Lyle PLC and Igene Biotechnology,
     Inc. announced  a  50:50 joint venture to produce AstaXin(R)
     for the aquaculture industry. Production will utilize Tate &
     Lyle's  fermentation  capability  together  with  the unique
     technology  developed  by Igene.   Part  of  Tate  &  Lyle's
     existing  Selby,  England,  citric  acid  facility  will  be
     modified  to include the production  of 1,500 tons per annum
     of this  product.   Tate  & Lyle's investment of $25 million
     includes certain of its  facility  assets  currently used in
     citric acid production. Commercial production is expected to
     commence in the calendar year 2004.

(3)  Noncash investing and financing activities

     During  the three months ended March 31, 2004 and 2003,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred stock cumulating  at  $.16  per  share
     aggregating   to  $34,225  and  $4,185,  respectively.    In
     accordance with FASB 150, the dividends accrued in the third
     quarter  2003  and  thereafter  have  been  reclassified  to
     interest  expense.  This reclassification increases interest
     expense by $34,225.

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


                              -10-
           IGENE Biotechnology, Inc. and Subsidiaries
           Notes to Consolidated Financial Statements
                           (continued)

     creation of the Joint Venture. As the cost of the  Company's
     technology  and  intellectual property has  been  previously
     expensed  and has a carrying amount of zero, the  investment
     in the Joint Venture has been initially recorded with a book
     value   of   $316,869,  which  represents  the   unamortized
     production  costs  contributed to  the  Joint  Venture.   In
     addition  to the Company's initial investment in  the  Joint
     Venture,  the Company has made $527,499 in advances  to  the
     Joint Venture and a $6,000 capital investment.

     On  February 4, 2003, Igene sold its subsidiary, ProBio,  to
     Fermtech  AS in exchange for aggregate consideration  valued
     at approximately $343,000, consisting of 7,000,000 shares of
     Igene  common  stock that ProBio owned (including  2,000,000
     shares that 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.
     1,000,000  of  the  escrowed shares  of  common  stock  were
     delivered to Fermtech.  If Mr. Benjaminsen remains  employed
     by  Igene  through  February 2005, 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  scheduled repayment on demand notes of  $6,043,659
     and  related accrued interest of $2,865,810 until March  31,
     2006.

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

(5)  Joint Venture

     March  18  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  initial
     investment  in  the Joint Venture has been recorded  with  a
     book  value  of  $316,869, which represents the  unamortized
     production costs contributed to the Joint Venture.  Added to
     this  was  a purchase of common stock in the new venture  of
     $6,000.

     As  a result of the Joint Venture, the production, sales and
     marketing   of   Astaxanthin  now   takes   place   in   the
     unconsolidated Joint Venture subsidiary.  From inception  on
     March  18,  2003 through March 31, 2004, Igene's portion  of
     the Joint Venture's net loss was $1,588,500.  The loss was a
     result of a 50% interest in the following:  Gross profit for
     the  year  was  a negative $736,000 on sales of  $2,278,000,
     less  manufacturing cost of $3,014,000.  Selling and general
     and  administrative expenses for the period were  $2,450,000
     and  interest income was $9,000.  The resulting loss  before
     tax  was  $3,177,000.   Igene's 50%  portion  of  the  Joint
     Venture loss was $1,588,500.



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

     Because the Company accounts for its investment in the Joint
     Venture  under  the  equity method of accounting,  it  would
     ordinarily recognize as part of loss from equity the loss of
     it's 50% ownership portion of the loss of the Joint Venture.
     However, losses in the Joint Venture will be recognized only
     to the extent of the Investment in and Advances to the Joint
     Venture.   Losses in excess of this amount will be suspended
     from  recognition  in  the financial statement  and  carried
     forward  to  offset  Igene's share of  the  Joint  Venture's
     future  income, if any.  Igene does not expect to  recognize
     income   from   the  Joint  Venture  until  all  accumulated
     unrecognized losses have been eliminated.

     At  March 31, 2004, prior to the recognition of its  portion
     of  the Joint Venture loss, Igene's investment in the  Joint
     Venture  consisted of its $322,869 and its net  advances  to
     the  Joint  Venture amounted to $527,499,  for  a  total  of
     $850,368.   For  the  year ended December  31,  2003,  Igene
     recognized  $818,052 of the $914,494 loss which  existed  as
     part  of  the  Joint  venture in that year.   In  the  first
     quarter  of 2004, Igene will recognize losses to the  extent
     of  the increase in the advance $32,316, the March 31,  2004
     balance  of $850,368, less the December 31, 2003 balance  of
     $818,052.  The  remainder of the cumulative  loss  which  is
     $738,132  will be suspended and will be carried  forward  to
     offset  Igene's share of future earnings, if any,  from  the
     Joint   Venture.   The  balance  in  the  Advances  to   and
     Investment  in  Joint  Venture  account  on  the   Company's
     financial statements is zero at March 31, 2004.

(6)  Stockholders' Equity (Deficit)

     As  of  March 31, 2004 and 2003, 426,210 and 427,310 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,  2004  and  2003,  74,486,000  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,  2004,  and  2003,  6,666,666  shares  of
     authorized  but  unissued  common stock  were  reserved  for
     distribution   and  exercise  pursuant   to   stock   option
     agreements with past officers of the Company.

     As  of  March  31,  2004  and  2003,  17,565,970  shares  of
     authorized but unissued common stock were reserved  for  the
     conversion of outstanding convertible promissory notes  held
     by  directors  of  the  Company in the aggregate  amount  of
     1,082,500.

     As  of  March  31,  2004  and  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,  2004  and  2003,  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, 2004 and 2003, 205,266,073 and 198,016,073
     shares,  respectively,  of authorized  but  unissued  common
     stock   were   reserved  for  the  exercise  of  outstanding
     warrants.

     As  of  March  31, 2004 and 2003, 8,235,417  and  11,696,731
     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  three-
     month  periods ended March 31, 2004 and 2003  are  based  on
     92,932,084   and   86,524,457,  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 prior to the third  quarter  of
     2003,  the  effective date of FASB 150 .  No adjustment  has
     been  made  for  any  common stock  equivalents  outstanding
     because their effects would be antidilutive.

                              -12-
           Notes to Consolidated Financial Statements
           IGENE Biotechnology, Inc. and Subsidiaries
                           (continued)

(8)  Income Taxes

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

(9)  Uncertainty

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $39,600,000  from  inception  to
     March  31,  2004  and  its liabilities including  redeemable
     preferred   stock  exceeded  its  assets  by   approximately
     $16,013,000 at that date.  These factors indicate that Igene
     may  not be able to continue in existence unless it is  able
     to   raise   additional   capital  and   attain   profitable
     operations.

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

(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  on  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>

                                                              2004         2003
                                                        ___________  ___________
     <S>                                                <C>          <C>
     Net loss:
       As reported                                      $ (312,623)  $ (356,169)
       Less pro forma stock-based employee
         compensation expense determined under fair
         value based method net of related tax effects    (156,892)    (171,250)
                                                        ___________  ___________

     Net loss per common share:                           (469,515)    (527,419)
                                                        ===========  ===========
     Net loss per Share:
         Basic - as reported                            $    (0.00)  $    (0.01)
         Basic - pro forma                              $    (0.00)  $    (0.01)

         Diluted - as reported                          $    (0.00)  $    (0.01)
         Diluted - pro forma                            $    (0.00)  $    (0.01)
</TABLE>

                              -13-
           Notes to Consolidated Financial Statements
           IGENE Biotechnology, Inc. and Subsidiaries
                           (continued)

(11) Recent Accounting Pronouncements

     In  April  2003,  the Financial Accounting  Standards  Board
     ("FASB")  issued Statement of Financial Accounting Standards
     ("SFAS")  No. 149, "Amendment of Statement 133 on Derivative
     Instruments  and Hedging Activities".  SFAS No.  149  amends
     and   clarifies  financial  accounting  and  reporting   for
     derivative   instruments,   including   certain   derivative
     instruments  embedded in other contracts,  and  for  hedging
     activities  under SFAS No. 133, "Accounting  for  Derivative
     Instruments  and  Hedging  Activities".   The  Statement  is
     effective for contracts entered into or modified after  June
     30, 2003 and for hedging relationships designated after June
     30,  2003.   There was no material impact on  the  Company's
     financial  condition or results of operations upon  adoption
     of this Statement.

     In  May 2003, the FASB issued SFAS No. 150, "Accounting  for
     Certain  Financial Instruments with Characteristics of  both
     Liabilities and Equity". SFAS No. 150 establishes  standards
     for  how an issuer classifies and measures certain financial
     instruments  with characteristics of both  a  liability  and
     equity.    It  requires  that  an  issuer  classify  certain
     financial instruments as a liability, although the financial
     instrument  may previously have been classified  as  equity.
     This   Statement  is  effective  for  financial  instruments
     entered into or modified after May 31, 2003 and otherwise is
     effective  at  the  beginning of the  first  interim  period
     beginning after June 15, 2003.  The effect of adopting  this
     pronouncement required the reclassification of $2.04 million
     of  redeemable preferred stock as a liability as of December
     31, 2003.

     In  January  2003,  the FASB issued Interpretation  No.  46,
     "Consolidation  of Variable Interest Entities"  ("FIN  46"),
     which  explains identification of variable interest entities
     and the assessment of whether to consolidate these entities.
     FIN  46  requires existing unconsolidated variable  interest
     entities  to  be consolidated by their primary beneficiaries
     if  the entities do not effectively disperse risks among the
     involved  parties.  The provisions of FIN 46  are  effective
     for  all financial statements issued after January 1,  2003.
     The  Company  has no significant variable interests  in  any
     entities that would require disclosure or consolidation. The
     Company's investment in the Joint Venture does not meet  the
     criteria of a variable interest entity under FIN 46.

(12) Summary of Significant Activity of Joint Venture

     March  18  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  initial
     investment  in  the Joint Venture has been recorded  with  a
     book  value  of  $316,869, which represents the  unamortized
     production costs contributed to the Joint Venture.  Added to
     this  was  a purchase of common stock in the new venture  of
     $6,000.

     As  a result of the Joint Venture, the production, sales and
     marketing   of   Astaxanthin  now   takes   place   in   the
     unconsolidated Joint Venture subsidiary.  From inception  on
     March  18,  2003 through March 31, 2004, Igene's portion  of
     the Joint Venture's net loss was $1,588,500.  The loss was a
     result of a 50% interest in the following:  Gross profit for
     the  period  was a negative $736,000 on sales of $2,278,000,
     less  manufacturing cost of $3,014,000.  Selling and general
     and  administrative expenses for the period were  $2,450,000
     and  interest income was $9,000.  The resulting loss  before
     tax  was  $3,177,000.   Igene's 50%  portion  of  the  Joint
     Venture loss was $1,588,500.


                              -14-
           Notes to Consolidated Financial Statements
           IGENE Biotechnology, Inc. and Subsidiaries
                           (continued)

    Because the Company accounts for its investment in the  Joint
    Venture  under  the  equity method of  accounting,  it  would
    ordinarily recognize as part of loss from equity the loss  of
    it's  50% ownership portion of the loss of the Joint Venture.
    However, losses in the Joint Venture will be recognized  only
    to  the extent of the Investment in and Advances to the Joint
    Venture.   Losses in excess of this amount will be  suspended
    from  recognition  in  the financial  statement  and  carried
    forward  to  offset  Igene's share  of  the  Joint  Venture's
    future income, if any.

    At  March  31, 2004, prior to the recognition of its  portion
    of  the  Joint Venture loss, Igene's investment in the  Joint
    Venture  consisted of its $322,869 and its  net  advances  to
    the  Joint  Venture  amounted to $527,499,  for  a  total  of
    $850,368.   For  the  year  ended December  31,  2003,  Igene
    recognized  $818,052 of the $914,494 loss  which  existed  as
    part  of  the  Joint  venture in that  year.   In  the  first
    quarter  of  2004, Igene will recognize losses to the  extent
    of  the  increase in the advance $32,316, the March 31,  2004
    balance  of  $850,368, less the December 31, 2003 balance  of
    $818,052.   The  remainder of the cumulative  loss  which  is
    $738,132  will  be suspended and will be carried  forward  to
    offset  Igene's  share of earnings from  the  Joint  Venture.
    The  balance  in  the  Advances to and  Investment  in  Joint
    Venture  account  on  the Company's financial  statements  is
    zero at March 31, 2004.

    The  following  statement displays the  significant  activity
    for  the  joint venture for the initial investment  at  March
    18,  2003  in the Joint Venture through March 31,  2004.   As
    shown 50% of the activity is potentially recorded as part  of
    Igene's   Financial  Statements  as  income  or   loss   from
    investment in Joint Venture:

<TABLE>
<CAPTION>
                                                      March 31,
                                                          2004
                                                   _____________
                                                    (Unaudited)
          <S>                                      <C>
          ASSETS
          CURRENT ASSETS
            Account Receivable                     $  1,152,000
            Inventory                                    79,000
                                                   _____________

                                                      1,231,000
          OTHER ASSETS
            Fixed Assets Receivable                  21,614,000
            Intellectual property                    24,614,000
                                                   _____________

          TOTAL ASSETS                             $ 47,459,000
                                                   =============

          LIABILITIES AND EQUITY

          CURRENT LIABILITIES
            Accounts payable and accrued expenses  $  1,092,000
             Working capital loan                       311,000
                                                   _____________

          TOTAL LIABILITIES                           1,403,000
             Equity                                  46,056,000
                                                   _____________

          TOTAL LIABILITIES AND EQUITY             $ 47,459,000
                                                   =============
</TABLE>

                               -15-

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



<TABLE>
<CAPTION>
                                                             Period from March 18, 2003
                                                              (initial investment) to
                                                                   March 31, 2004
                                                             __________________________
                                                                     (unaudited)
<S>                                                                <C>
Net Sales                                                          $  2,278,000
Less: manufacturing cost                                             (3,014,000)
                                                                   _____________
Gross Profit (Loss)                                                    (736,000)
Less: selling, general and administrative                            (2,450,000)
                                                                   _____________

Operating Loss                                                       (3,186,000)
Interest Income                                                           9,000
Net Loss                                                           $ (3,177,000)
                                                                   =============

Igene's 50% equity interest in the net loss                        $ (1,588,500)
Igene's Investment in and Advances to the Joint Venture                (850,368)
                                                                   _____________

Igene's suspended loss                                             $   (738,132)
                                                                   =============
</TABLE>
<TABLE>
<CAPTION>
                                                                   Quarter ended
                                                                   March 31, 2003
                                                             __________________________
                                                                     (unaudited)
<S>                                                                <C>
Net Sales                                                          $  1,144,000
Less: manufacturing cost                                             (1,863,000)
                                                                   _____________

Gross Profit                                                           (719,000)
Less: selling, general and administrative                              (622,000)
                                                                   _____________

Operating Loss                                                       (1,341,000)
Interest Income                                                          (7,000)
                                                                   _____________

Net Loss                                                           $ (1,348,000)
                                                                   =============

Igene's 50% equity interest in the net loss                        $   (674,000)
Igene's additional Investment in and Advances to the Joint Venture      (32,316)
                                                                   _____________

Igene's incremental suspended loss                                 $   (641,684)
                                                                   =============
</TABLE>

                              -16-
           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  RISK
AND  UNCERTAINTY.  CERTAIN STATEMENTS IN THIS  REPORT  SET  FORTH
MANAGEMENT'S   INTENTIONS,   PLANS,  BELIEFS,   EXPECTATIONS   OR
PREDICTIONS  OF THE FUTURE BASED ON CURRENT FACTS  AND  ANALYSES.
WHEN   WE   USE  THE  WORDS  "BELIEVE,"  "EXPECT,"  "ANTICIPATE,"
"ESTIMATE,"  "INTEND"  OR  SIMILAR  EXPRESSIONS,  WE  INTEND   TO
IDENTIFY FORWARD-LOOKING STATEMENTS.  YOU SHOULD NOT PLACE  UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.  ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH STATEMENT, DUE  TO
A  VARIETY OF FACTORS, 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,  EXCHANGE
RATE FLUCTUATIONS, REDUCED PRODUCT DEMAND, INCREASED COMPETITION,
INABILITY   TO  PRODUCE  REQUIRED  CAPACITY,  UNAVAILABILITY   OF
FINANCING,  GOVERNMENT  ACTION,  WEATHER  CONDITIONS  AND   OTHER
UNCERTAINTIES.

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:

     The  Joint  Venture 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.

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

     The  investment in  the Joint Venture is accounted for under
the  equity method whereby the Company's 50% ownership percentage
in  the  Joint Venture's equity is reflected as an asset and  the
changes  in   the  Joint Venture's equity  as  a  result  of  its
operations  is reflected in the company's consolidated  statement
of  operations subject to certain limitations.  Igene's share  of
losses in the Joint Venture will be recognized only to the extent
of  Igene's consideration paid for it's initial investment in the
Joint  Venture and any net advances Igene has made to  the  Joint
Venture.  Losses in excess of this amount will be suspended  from
recognition  in  the financial statement and carried  forward  to
offset Igene's share of the Joint Venture future income, if  any.
Income  in the future, if any, will only be recognized  once  all
previously  deferred  losses have been  exhausted.   The  Company
evaluates its investment in the Joint Venture for impairment,  as
it  does  for all other assets.  The accounting policies followed
by the Joint Venture are in conformity with accounting principals
generally accepted in the United States of America.

     The Joint Venture will entered into a lease of real property
with an affiliate of Tate & Lyle in Selby, England upon which the
manufacturing facility is being constructed and operated  by  the
Joint Venture.

Results of Operations
_____________________

Sales and other revenue

    As  part  of  the Joint Venture agreement, all further  sales
are  recognized  through the venture company.   Therefore,  Igene
recorded no sales of AstaXin(R)during the quarter ended March 31,
2004.   Sales of AstaXin(R) during the quarter  ended  March  31,
2003, were $310,782.  Sales have been limited in the past  due to
insufficient production quantity.  As  of June, 2003,  Igene  had

                              -17-
           IGENE Biotechnology, Inc. and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (continued)

sold its remaining  inventory to the Joint Venture as part of the
venture agreement.  Management anticipates that the joint venture
with Tate & Lyle will provide a  more  dependable  product  flow.
However,  there  can  be  no assurance of  the  dependability  of
production,  or that any increases in production  or  sales  will
occur, or that if they occur, they will be material.

Cost of sales and gross profit

    As  with Sales Revenue, future Cost of Sale and Gross  Profit
will be recognized through the Joint Venture.  As a result, Igene
reported  no  gross profit on sales of AstaXin(R) for the quarter
ended  March  31,  2004.  Gross profit on sales of AstaXin(R) was
$10,247 for the three month period ended March 31, 2003.    Gross
profit was 3% of sales for the three months ended March 31, 2003.
The  Company  attributed the modest gross profit to a combination
of   pricing  pressure  in  the  market  and  inefficiencies   in
production.  Demand is expected to increase in customer usage and
increases in our market share.  Management expects that sales and
gross  profits  may continue to 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. The Company  believes
that  the  lack  of capacity should be alleviated  as  the  joint
venture plant begins production in 2004.  Sales and gross  profit
growth,  if  any,  may  be  limited  unless  augmented  by  these
increases   in  production,  as  well  as  production  efficiency
resulting  from  process  research and  development.   Management
expects the level of gross profit to improve in the future  as  a
percentage  of  sales,  with expected   increases  in  production
efficiency  realized  from the Joint Venture  with  Tate  &  Lyle
offsetting pricing competition, but can provide no assurances  in
that  regard  to future increased production or future  increased
margin.

     No cost  of sales for the quarter ended March 31, 2004  were
recorded,  as  compared with cost of sales of $300,534,  for  the
quarter ended March 31, 2003.

Marketing and selling expenses

     For  the  quarters  ended March 31,  2004  and  2003,  Igene
recorded Marketing Expense in the amount of $48,022 and $101,286,
respectively, a decrease of $53,264 or 53%.  As a result  of  the
disposition of ProBio, Igene has reduced selling costs that  were
incurred  as  part  of the combination, such as  a  larger  sales
force.   In  addition, the reduction of salable product currently
available  to  Igene from its current manufacturer has  caused  a
corresponding reduction in Marketing and Selling expense.   As  a
result  of  the  Joint  Venture with  Tate  and  Lyle,  Igene  is
expecting  an  increase in salable product with  a  corresponding
increase  in  sales  costs at the point the new  facility  is  in
production.  Additionally, as a result of the Joint Venture these
expenses  will  be  reimbursed to Igene  by  the  Joint  Venture.
However  no  assurances  can  be made  in  regards  to  increased
production from the new facility or the corresponding increase in
selling costs.

Research, development and pilot plant expenses

     For  the  quarter  ended  March 31,  2004  and  2003,  Igene
recorded research and development costs in the amount of $208,410
and $155,397, respectively, an increase of $53,013 or 34%.  Costs
increased  in  support  of  increasing  the  efficiency  of   the
manufacturing  process through experimentation in  the  Company's
pilot  plant,  developing higher yielding strains  of  yeast  and
other improvements in the Company's AstaXin(R) technology.  Igene
is  hoping this will lead to an increase in salable product at  a
reduced  cost  to  Igene  and  the Joint  Venture.   However,  no
assurances can be made in that regard.  These costs are currently
funded through reimbursement from the Joint Venture.

Operating expenses

    General  and  administrative expenses for the  quarter  ended
March  31, 2004 and 2003 were $149,878 and $141,939 respectively,
an increase of $7,939 or 6%.   These costs are expected to remain
constant,  as  Igene works to keep overhead costs  at  a  reduced
level  and  spend funds on research and development  efforts.   A
portion of this cost is funded by reimbursement through the Joint
Venture  and  the  remainder  will  need  to  be  funded  through
profitable  operations or through contributions  from  directors;
though neither of these can be assured.

                              -18-
           IGENE Biotechnology, Inc. and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (continued)


Litigation expenses

     Previously  reported litigation (original lawsuit filed July
21,  1997,  U.S.  District Court, Baltimore, MD)  between  Archer
Daniels Midland, Inc. ("ADM") and Igene, involving allegations of
patent  infringement and counterclaims concerning  the  theft  of
trade secrets, was resolved on September 29, 2003.  Resolution of
the  dispute  between   ADM  and  Igene  did  not  result  in  an
unfavorable  outcome to Igene.  Igene will continue to  make  and
sell its product,  AstaXin(R).  The Company incurred  $13,080  of
litigation expenses for three months ended March 31, 2004.   With
the  settlement  of this matter no future costs  associated  with
this matter are expected.

Expenses reimbursement by Joint Venture

     As  part  of the Joint Venture agreement, costs incurred  by
Igene related to production, research and development, as well as
those  related  to  the  marketing  of AstaXin(R), are considered
costs of  the  joint  venture and therefore are reimbursed by the
Joint  Venture.   For  the  quarter  ended  March 31, 2004, costs
reimbursed  by  the  Joint  Venture  totaled $363,044.  The costs
covered $48,022  of  marketing  costs,  $208,410  of research and
development  costs  and  $107,000  of  general and administrative
costs.

Interest expense

     Interest  expense for the quarters ended March 31, 2004  and
2003,  was  $223,961 and $205,231, respectively, an  increase  of
$18,730  or  9%.     The  interest expense  was  almost  entirely
composed  of  interest on the Company's long term financing  from
its  directors  and  other  stockholders,  and  interest  on  the
Company's subordinated debenture in both periods.  This  increase
is  due  to  the $34,225 in cumulative dividends accrued  in  the
quarter  ended  March  31, 2004 from preferred  stock  which  was
recorded as interest expense

Equity in earnings of unconsolidated subsidiary

     As  a result of the Joint Venture, the production, sales and
marketing  of  Astaxanthin now takes place in the  unconsolidated
Joint  Venture  subsidiary.  From inception  on  March  18,  2003
through  March  31, 2004, Igene's portion of the Joint  Venture's
net loss was $1,588,500.  The loss was a result of a 50% interest
in  the  following:   Gross profit for the year  was  a  negative
$736,000  on  sales  of  $2,278,000, less manufacturing  cost  of
$3,014,000.  Selling and general and administrative expenses  for
the  period were $2,450,000 and interest income was $9,000.   The
resulting loss before tax was $3,177,000.  Igene's 50% portion of
the Joint Venture loss was $1,588,500.

     Because the Company accounts for its investment in the Joint
Venture   under  the  equity  method  of  accounting,  it   would
ordinarily recognize as part of loss from equity the loss of it's
50% ownership portion of the loss of the Joint Venture.  However,
losses in the Joint Venture will be recognized only to the extent
of  the  Investment in and Advances to the Joint Venture.  Losses
in  excess  of this amount will be suspended from recognition  in
the  financial  statement and carried forward to  offset  Igene's
share of the Joint Venture's future income, if any.

    At March 31, 2004, prior to the recognition of its portion of
the  Joint Venture loss, Igene's investment in the Joint  Venture
consisted  of  its  $322,869 and its net advances  to  the  Joint
Venture  amounted to $527,499, for a total of $850,368.  For  the
year  ended December 31, 2003, Igene recognized $818,052  of  the
$914,494 loss which existed as part of the Joint venture in  that
year  end.   In  the first quarter of 2004, Igene will  recognize
losses to the extent of the increase in the advance $32,316,  the
March  31, 2004 balance of $850,368, less the December  31,  2003
balance  of $818,052 the remainder will be suspended and will  be
carried  forward  to offset Igene's share of  earnings  from  the
Joint Venture.  The balance in the Advances to and Investment  in
Joint  Venture  account on the Company's financial statements  is
zero at March 31, 2004.

     The  following  statement displays the significant  activity
for  the  joint venture for the initial investment at  March  18,
2003  in the Joint Venture through March 31, 2004.  As shown  50%
of  the  activity  is  recorded  as  part  of  Igene's  Financial
Statements as income from investment in Joint Venture:

                              -19-
           IGENE Biotechnology, Inc. and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (continued)

<TABLE>
<CAPTION>

                                                                            March 31,
                                                                                2004
                                                                         _______________
                                                                           (Unaudited)
     <S>                                                                 <C>
     ASSETS
     CURRENT ASSETS
       Account Receivable                                                $    1,152,000
       Inventory                                                                 79,000
                                                                         _______________

                                                                              1,231,000
     OTHER ASSETS
       Fixed Assets Receivable                                               21,614,000
       Intellectual property                                                 24,614,000
                                                                         _______________

            TOTAL ASSETS                                                 $   47,459,000
                                                                         ===============

  LIABILITIES AND EQUITY

  CURRENT LIABILITIES
       Accounts payable and accrued expenses                             $    1,092,000
       Working capital loan                                                     311,000
                                                                         _______________

            TOTAL LIABILITIES                                                 1,403,000
       Equity                                                                46,056,000
                                                                         _______________

             TOTAL LIABILITIES AND EQUITY                                $   47,459,000
                                                                         ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                   Period from March 18, 2003
                                                                    (initial investment) to
                                                                         March 31, 2004
                                                                   __________________________
                                                                           (unaudited)
     <S>                                                                 <C>
     Net Sales                                                           $    2,278,000
     Less: manufacturing cost                                                (3,014,000)
                                                                         _______________

     Gross Profit (Loss)                                                       (736,000)
     Less: selling, general and administrative                               (2,450,000)
                                                                         _______________

     Operating Loss                                                          (3,186,000)
     Interest Income                                                              9,000
                                                                         _______________

     Net Loss                                                            $   (3,177,000)
                                                                         ===============

     Igene's 50% equity interest in the net loss                         $   (1,588,500)
     Igene's Investment in and Advances to the Joint Venture                   (850,368)
                                                                         _______________

     Igene's suspended loss                                              $     (738,132)
                                                                         ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                          Quarter ended
                                                                          March 31, 2003
                                                                   __________________________
                                                                           (unaudited)
     <S>                                                                 <C>
     Net Sales                                                           $    1,144,000
     Less: manufacturing cost                                                (1,863,000)
                                                                         _______________

     Gross Profit                                                              (719,000)
     Less: selling, general and administrative                                 (622,000)
                                                                         _______________

     Operating Loss                                                          (1,341,000)
     Interest Income                                                             (7,000)
                                                                         _______________

     Net Loss                                                            $   (1,348,000)
                                                                         ===============

     Igene's 50% equity interest in the net loss                         $     (674,000)
     Igene's additional Investment in and Advances to the Joint Venture         (32,316)
                                                                         _______________

     Igene's incremental suspended loss                                  $     (641,684)
                                                                         ===============
 </TABLE>

                              -20-
           IGENE Biotechnology, Inc. and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (continued)

     Igene's  share  of  net loss in the Joint  Venture  will  be
recognized only to the extent of Igene's 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.

Disposition of ProBio Subsidiary

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

     The  amount of consideration paid for the ProBio  stock  was
determined   through  arms-length  negotiations   between   Igene
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.

Gain on Disposition

    Igene  sold  ProBio to Fermtech AS in exchange for  aggregate
consideration  valued  at approximately $343,000,  consisting  of
7,000,000  shares of Igene common stock that was owned by  ProBio
(including 2,000,000 shares that were placed into escrow and  may
be  reissued  to  Fermtech as described below),  valued  for  the
purposes  of  the acquisition at $.03 per share, plus forgiveness
of  approximately $168,000 of debt that Igene owed to  ProBio  at
the  time of purchase in 2001.  1,000,000 of the escrowed  shares
of  common  stock were delivered to Fermtech.  If Mr. Benjaminsen
remains  employed by Igene through February 2005,  the  remaining
1,000,000  escrowed  shares  will be  released  from  escrow  and
delivered to Fermtech. Gain on disposal during the first  quarter
of  2003 was $237,427.  This gain was a one-time occurrence as  a
result   of   the  disposition  of  the  assets  and  liabilities
associated with ProBio.

Net loss and basic and diluted net loss per common share

    As  a  result  of  the  foregoing, the Company  reported  net
losses  of $312,623 and $356,169, respectively, for the  quarters
ended March 31, 2004 and 2003, an decrease in loss of $43,546  or
12%.  This represents a loss of $.01 per basic and diluted common
share in each of the quarters ended March 31, 2004 and 2003.  The
weighted average number of shares of common stock outstanding  of
92,747,469 and 86,524,457for the quarters ended March   31,  2004
and  2003, respectively, has increased by 4,391,537 shares.  This
resulted  from the weighted average adjustments of the  following
transactions: the issuance of 3,750,00 shares of common stock  in
exercise of warrants, 2,880,607 shares issued to the manufacturer
as  part  of the agreement, 166,666 shares issued to Mr. Hiu  and
Mr. Monahan in lieu of compensation, and 100,000 shares issued as
part of employee stock option exercises.



                              -21-
           IGENE Biotechnology, Inc. and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations
                           (continued)

Financial Position

    During the three-month periods ended March 31, 2004 and 2003,
in  addition  to  the  joint  venture previously  discussed,  the
following   actions  also  materially  affected   the   Company's
financial position:

    o Increases  in  accounts payable and accrued expense for the
      quarter  ended March 31, 2004 of $224,230 and decreases  in
      accounts  receivable  of  $57,388 were sources of cash that
      were  slightly  offset  by  increases in funds due from the
      Joint Venture of $32,316;
    o Proceeds of employee stock options provided $18,500 in cash
      flows; and
    o The  carrying  value  of  redeemable  preferred  stock  was
      increased   and   paid-in   capital   available  to  common
      shareholders was decreased by $34,225 in 2004 and $4,185 in
      2003, reflecting  cumulative unpaid dividends on redeemable
      preferred stock.

     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, 2004, total dividends  in  arrears  on
Igene's preferred stock total $254,001 ($9.92 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,  2004,
Igene  had  working  capital  of  $102,750,  and  cash  and  cash
equivalents  of  $183,551.  Currently Igene  is  also  funded  by
research and development reimbursements from the Joint Venture.

     Cash provided by (used in) operating activities  during  the
three-month  period ended March 31, 2004 and  2003,  amounted  to
$68,678 and $(479,820), respectively.

     No  cash was provided by or used in investing activities for
the three-month period ended March 31, 2004 and 2003.

     Cash provided by financing activities was $51,798 during the
first  quarter  of 2004, this was due to employee  stock  options
exercised  for  $18,500 and expense classified  as  interest  for
cumulative dividend, less repayment of lease payable.  During the
three  months  ended  March  31, 2003 $100,000  was  provided  by
financing activities consisting 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 had a significant
impact  on  its  operations during the three-month periods  ended
March 31, 2004 and 2003.


                              -22-
           IGENE Biotechnology, Inc. and Subsidiaries
             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.



                              -23-
           IGENE Biotechnology, Inc. and Subsidiaries
                             PART II
                        OTHER INFORMATION

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, 2004, total dividends in arrears on  the
Company's  preferred stock total $254,001 ($9.92 per  share)  and
are  included  in the carrying value of the redeemable  preferred
stock.

Item 6.  Exhibits

 (a) Exhibits

     Exhibit  3.1  - Articles of Incorporation of the Registrant,
          as   amended  to  date,  constituting  Exhibit  3.1  to
          Registration Statement No. 333-41581 on Form  SB-2  are
          hereby incorporated herein by reference.

     Exhibit  3.2  -  By-Laws  of  the  Registrant,  constituting
          Exhibit  3.2 to the Registrant's Registration Statement
          No. 33-5441 on Form S-1, are hereby incorporated herein
          by reference.

     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.



                              -24-
                           SIGNATURES


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



                              IGENE Biotechnology, Inc.
                              ________________________________
                              (Registrant)




Date  September 28, 2005   By /s/STEPHEN F. HIU
      __________________      ________________________________
                                 STEPHEN F. HIU
                                 President




Date  September 28, 2005   By /s/EDWARD J. WEISBERGER
      __________________      ________________________________
                                 EDWARD J. WEISBERGER
                                 Chief Financial Officer




                              -25-
                            EXHIBIT INDEX

     Exhibit  3.1  - Articles of Incorporation of the Registrant,  as
          amended  to  date, constituting Exhibit 3.1 to Registration
          Statement   No.   333-41581  on  Form   SB-2   are   hereby
          incorporated herein by reference.

     Exhibit  3.2  - By-Laws of the Registrant, constituting  Exhibit
          3.2  to the Registrant's Registration Statement No. 33-5441
          on Form S-1, are hereby incorporated herein by reference.

     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.