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


(Mark One)

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

            For the quarterly period ended June 30, 2003

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

      For the transition period from ____________ to ____________


                   Commission file number 0-15888

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


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


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

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

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


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

Yes   x              No
     ___                  ___

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
87,073,769 shares as of August 10, 2003.
_______________________________________

Transitional Small Business Disclosure Format (check one):

Yes                  No    x
     ___                  ___

<PAGE>

                            FORM 10-QSB
                      IGENE Biotechnology, Inc.


                               INDEX



PART I    -    FINANCIAL INFORMATION
                                                              Page

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

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

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

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

     Notes to Consolidated Financial Statements .............  11-14

     Management's Discussion and Analysis of Financial
     Conditions and Results of Operations ...................  15-20

PART II   -    OTHER INFORMATION ............................  21-22

SIGNATURES ..................................................  23

EXHIBIT INDEX ...............................................  24

<PAGE>
                      IGENE BIOTECHNOLOGY, INC.

             QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

               OF THE SECURITIES EXCHANGE ACT OF 1934
<PAGE>

                               PART I

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

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

  Cash and cash equivalents                                   $   366,634   $   497,711
  Accounts receivable (net of allowances of $24,000 in 2002)      576,655       528,065
  Inventory                                                           ---       374,709
  Prepaid expenses and other current assets                       178,683       192,993
  Assets to be disposed of                                            ---       628,326
  Deferred costs, current portion                                     ---        74,160
                                                              ____________  ____________

                                                                1,121,972     2,295,964

OTHER ASSETS
  Property and equipment, net                                     177,562       196,258
  Deferred costs, net of current portion                              ---       187,753
  Equipment deposits                                               90,000       199,685
  Investment in unconsolidated joint venture                   11,953,000           ---
  Loans receivable from manufacturing agent                       267,851       324,405
  Other assets                                                      4,886         5,188
                                                              ____________  ____________

     TOTAL ASSETS                                             $13,615,271   $ 3,209,253
                                                              ============  ============
</TABLE>
The accompanying notes are an integral part of the financial statements.

                               -5-
<PAGE>
<TABLE>
           IGENE Biotechnology, Inc. and Subsidiaries
                   Consolidated Balance Sheets
                           (continued)

<CAPTION>
                                                                  June 30,  December 31,
                                                                     2003          2002
                                                              ____________  ____________
                                                               (Unaudited)
<S>                                                           <C>           <C>
LIABILITIES, REDEEMABLE PREFERED STOCK
  AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses                       $   496,996   $   595,646
  Notes payable - directors                                       150,000       250,000
  Liabilities to be disposed of                                       ---       655,763
  Equipment lease payable                                           3,249         3,590
                                                              ____________  ____________

     TOTAL CURRENT LIABILITIES                                    650,245     1,504,999

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

     TOTAL LIABILITIES                                         14,545,448    15,064,940
                                                              ____________  ____________

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred
     stock, 8% cumulative, convertible,
     voting, series A, $.01 par value per
     share. Stated value was $ 17.44
     and $17.12, respectively.  Authorized
     1,312,500 shares, issued 26,155 shares                       456,223       447,774
                                                              ____________  ____________

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

STOCKHOLDERS' DEFICIT
  Common stock --- $.01 par value per share.
     Authorized 750,000,000 shares;
     issued and outstanding 87,073,769
     and 92,943,746 shares, respectively.                         870,738       929,437
  Additional paid-in capital                                   34,255,721    22,387,604
  Deficit                                                     (38,012,859)  (37,120,502)
                                                              ____________  ____________

     TOTAL STOCKHOLDERS' DEFICIT                               (2,886,400)  (13,803,461)
                                                              ____________  ____________

     TOTAL LIABILITIES AND
       STOCKHOLDERS' DEFICIT                                  $13,615,271   $ 3,209,253
                                                              ============  ============
</TABLE>
The accompanying notes are an integral part of the financial statements.

                               -6-
<PAGE>
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<CAPTION>
                                                            Three months ended              Six months ended
                                                       ___________________________     ___________________________

                                                          June 30,       June 30,         June 30,       June 30,
                                                             2003           2002             2003           2002
                                                       ____________   ____________     ____________   ____________
<S>                                                    <C>            <C>              <C>            <C>
REVENUE
_______

  Sales - AstaXin(R)                                   $   152,705    $   660,664      $   463,486    $ 1,168,915
  Cost of sales - AstaXin(R)                               143,962        603,981          444,946      1,034,641
                                                       ____________   ____________     ____________   ____________

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


OPERATING EXPENSES
__________________

  Marketing and selling                                    (32,530)       126,620           68,756        271,417
  Research, development and pilot plant                    (27,702)       141,626          127,695        322,017
  General and administrative                                79,812        155,170          221,751        387,995
                                                       ____________   ____________     ____________   ____________

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

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

EQUITY IN EARNINGS(LOSS)OF UNCONSOLIDATED SUB             (347,000)           ---         (347,000)           ---

INTEREST EXPENSE                                          (177,901)      (305,350)        (383,132)      (523,491)
                                                       ____________   ____________     ____________   ____________

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

DISCONTINUED OPERATIONS
_______________________

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

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

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

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

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

BASIC AND DILUTED NET LOSS PER COMMON SHARE            $     (0.01)   $     (0.01)     $     (0.01)   $     (0.02)
                                                       ============   ============     ============   ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                       -7-
<PAGE>
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                Consolidated Statements of Stockholders' Deficit
                                   (Unaudited)

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

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

Exercise of employee stock options                                               ---              ---

Exercise of warrants                                                             ---              ---

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

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

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

Cumulative undeclared dividends
  on redeemable preferred stock                                                  ---            8,449

Exercise of employee stock options                                               ---              ---

Exercise of warrants                                                             ---              ---

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

Balance at June 30, 2003                                                     213,155    $   1,956,223
                                                                       ==============   ==============
</TABLE>


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

                                       -8-
<PAGE>
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                Consolidated Statements of Stockholders' Deficit
                             (Unaudited - Continued)

<CAPTION>
                                                                                                                      Accumulated
                                                                         Additional                      Other           Total
                                                   Common Stock           Paid-in                     Comprehensive  Stockholders'
                                                  (shares/amount)         Capital        Deficit      Income(Loss)      Deficit
                                               _______________________  _____________  _____________  _____________  _____________
<S>                                            <C>         <C>          <C>            <C>            <C>            <C>
Balance at January 1, 2002                     75,848,600  $  758,486   $ 22,188,836   $(33,930,523)           ---   $(10,983,201)

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

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

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

Comprehensive loss:

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

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

     Total comprehensive loss                        ---          ---            ---            ---            ---     (1,397,227)
                                              ___________  ___________  _____________  _____________  _____________  _____________

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

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

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

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

Investment in unconsolidated joint venture           ---          ---     11,983,131            ---            ---     11,983,131

Shares issued for manufacturing agreement      1,130,023       11,301         33,435            ---            ---         44,736

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

Balance at June 30, 2003                      87,073,769   $  870,738   $ 34,255,721   $(38,012,859)  $        ---   $ (2,886,400)
                                              ===========  ===========  =============  =============  =============  =============

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

                                       -9-
<PAGE>
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                            Six months ended
                                                                   __________________________________
                                                                        June 30,             June 30,
                                                                           2003                 2002
                                                                   _____________        _____________
<S>                                                                <C>                  <C>
Cash flows from operating activities
     Net loss                                                      $   (892,357)        $ (1,503,649)
     Adjustments to reconcile net loss to net cash used
     by operating activities:
        Depreciation                                                     11,784               26,455
        Amortization                                                     54,729               58,257
        Foreign currency translation adjustment                             ---              106,422
        Manufacturing cost paid in shares of common stock                44,736               97,209
        Interest on debenture paid in shares of common stock                ---               90,000
        Equity in earnings of unconsolidated sub                        347,000                  ---
        Decrease (increase) in:
          Accounts receivable                                           (48,590)             221,359
          Inventory                                                     374,709             (791,899)
          Prepaid expenses and other current assets                      43,729             (183,491)
        Increase (decrease) in:
          Accounts payable and accrued expenses                          29,974           (1,003,797)
                                                                   _____________        _____________

          Net cash used in operating activities                         (34,286)            (875,540)
                                                                   _____________        _____________

Cash flows from investing activities
     Capital (expenditures) & sales                                       3,209             (425,334)
     Deposits and other assets                                              ---              (93,722)
                                                                   _____________        _____________

          Net cash (used) provided by investing activities                3,209             (519,106)
                                                                   _____________        _____________

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

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

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

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

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

Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                             $     30,994         $        508
Cash paid for income taxes                                                  ---                  ---
</TABLE>
See Note (2) for non-cash investing and financing activities.

    The accompanying notes are an integral part of the financial statements.
                                      -10-
<PAGE>
                IGENE Biotechnology, Inc. and Subsidiary
                      Notes to Financial Statements

(1)  Unaudited consolidated financial statements

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

(2)  Noncash investing and financing activities

     During  the  six  months ended June 30, 2003 and 2002,  the  Company
     recorded  in  each  quarter dividends in arrears  on  8%  redeemable
     preferred  stock  cumulating at $.16 per share  aggregating  $8,449,
     which  has  been  removed from paid-in capital and included  in  the
     carrying value of the redeemable preferred stock.

     During the six months ended June 30, 2003, the Company entered  into
     a  Joint  Venture  Agreement with Tate & Lyle Fermentation  Products
     Ltd.   ("Tate") Pursuant to a Joint Venture Agreement,  the  Company
     and  Tate  agreed to form a joint venture (the "Joint  Venture")  to
     manufacture,  market  and sell Astaxanthin and  derivative  products
     throughout  the world for all uses other than as a Nutraceutical  or
     otherwise   for   direct   human  consumption.    Tate   contributed
     $24,600,000  in  cash to the Joint Venture, while  the  Company  has
     agreed  to transfer to the Joint Venture its technology relating  to
     the  production  of  Astaxanthin and assets related  thereto.  These
     assets  will  continue to be used by the Joint Venture in  the  same
     manner  as historically used by the Company.  The Company  and  Tate
     each  have  a 50% ownership interest in the Joint Venture and  equal
     representation on the Board of Directors of the Company.  The  value
     of the Company's technology investment was deemed equivalent to cash
     contribution  of Tate & Lyle.  Unamortized production costs  in  the
     amount  of  $316,869 were contributed to the Joint Venture  reducing
     the adjustment to additional paid in capital.

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

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

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

(3)  Foreign Currency Translation and Transactions

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

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

(4)  Inventories

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

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

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

(5)  Stockholders' Equity (Deficit)

     As  of June 30, 2003 and 2002, 52,310 and 52,810 shares respectively
     of authorized but unissued common stock were reserved for issue upon
     conversion of the Company's outstanding preferred stock.

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

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

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

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

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

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

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

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

(6)  Basic and diluted net loss per common share

     Basic  and  diluted  net  loss per common share  for  the  six-month
     periods  ended  June 30, 2003 and 2002 is based  on  86,524,457  and
     76,207,730,   respectively,  of  weighted  average   common   shares
     outstanding.   For purposes of computing net loss per common  share,
     the  amount  of net loss has been increased by cumulative undeclared
     dividends in arrears on preferred stock in the amount of $8,449  and
     $8,450   for  the  six  months  ended  June  30,  2003   and   2002,
     respectively.   No  adjustment has been made for  any  common  stock
     equivalents outstanding because their effects would be antidilutive.

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

(7)  Income Taxes

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

(8)  Contingency - Litigation

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

(9)  Uncertainty

     Igene  has  incurred  net  losses in each  year  of  its  existence,
     aggregating  approximately $38,000,000 from inception  to  June  30,
     2003 and its liabilities and redeemable preferred stock exceeded its
     assets  by  approximately $2,886,400 at that  date.   These  factors
     indicate that Igene will not be able to continue in existence unless
     it  is  able  to  raise  additional capital  and  attain  profitable
     operations.

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

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


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


(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  net  income  and
     earnings  per  share  if  the Company had  applied  the  fair  value
     recognition  provisions  of SFAS No. 123,   "Accounting  for  Stock-
     Based  Compensation"  and disclosure provisions  of  SFAS  No.  148,
     "Accounting for Stock-Based Compensation-Transition and Disclosure",
     to  stock-based employee compensation for the three and  six  months
     ended June 30:

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

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

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

</TABLE>

(11) Recent Accounting Pronouncements

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

                                  -14-
<PAGE>
               IGENE Biotechnology, Inc. and Subsidiaries
                 Management's Discussion and Analysis of
              Financial Condition and Results of Operations


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

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

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

Critical Accounting Policies
____________________________

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

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

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

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

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

                                  -15-
<PAGE>
                        IGENE Biotechnology, Inc.
                 Management's Discussion and Analysis of
              Financial Condition and Results of Operations
                               (continued)

Recent Developments
___________________

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

Results of Operations
_____________________

Sales and other revenue

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

Cost of sales and gross profit

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

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

Marketing and selling expenses

     For  the  quarter  ended  June 30, 2003 Igene  recorded  a  negative
Marketing  Expense in the amount of $32,530.  As a result  of  the  Joint
Venture with Tate and Lyle, the Joint Venture will be responsible of  the
costs  related  to  marketing.  As a result of this any costs  associated
with the marketing of AstaXin(R) will be reimbursed by the Joint Venture.
As the Venture was consummated as of March 3, 2003,  Igene was reimbursed
in  the second quarter for the expenses incurred in the first quarter  of
2003 as well as the second quarter expenses.

                                  -16-
<PAGE>
                        IGENE Biotechnology, Inc.
                 Management's Discussion and Analysis of
              Financial Condition and Results of Operations
                               (continued)


Research, development and pilot plant expenses

     For  the  quarter  ended  June 30, 2003 Igene  recorded  a  negative
Research, development and pilot plant expense, in the amount of  $27,702.
As  a  result of the Joint Venture with Tate and Lyle, the Joint  Venture
will  be  responsible for the costs related to research.  As a result  of
this, any costs  associated with the development of  AstaXin(R)  will  be
reimbursed  by the Joint Venture.  As the venture was consummated  as  of
March  3,  2003,  Igene  was reimbursed in the  second  quarter  for  the
expenses  incurred  in the first quarter of 2003 as well  as  the  second
quarter expenses.

Operating expenses

     General and administrative expenses for the quarters ended June  30,
2003  and  2002  were $79,812 and $155,170, respectively, a  decrease  of
$75,358  or 49%.  This decrease results concurrently with the disposition
of  ProBio Nutraceuticals, reducing additional management and the related
overhead incurred.  In addition, as with the Marketing and Research costs
the joint venture is reimbursing Igene for the General and Administrative
expenses  that  are  associated  with  the  Marketing  and  Research   of
AstaXin(R).  This is expected to defray the general operating costs.

Litigation expenses

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

Interest expense

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

Equity in earnings of unconsolidated subsidiary

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

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

Disposition of ProBio Subsidiary from discontinued operations

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

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

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

Gain on disposition

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

Net loss and basic and diluted net loss per common share

    As  a  result  of the foregoing, the Company reported net  losses  of
$535,738 and $787,414, respectively, for the quarters ended June 30, 2003
and  2002, a decrease in the loss of $251,676 or 32%.  This represents  a
loss  of  $.01 per basic and diluted common share in each of the quarters
ended  June 30, 2003 and 2002.  The weighted average number of shares  of
common  stock outstanding of 86,524,457 and 77,045,178, for the  quarters
ended  June  30, 2003 and 2002, respectively, has increased by  9,479,279
shares. This resulted from the issuance of 194,400 shares of common stock
in  exercise  of  warrant,  12,000,000 shares issued  to  Mr.  Gerson  as
manufacturing agent, 1,921,501 shares issued to the manufacturer as  part
of  the agreement, 1,600,000 shares issued to Mr. Hiu and Mr. Monahan  in
lieu  of  compensation,  reduced by the retirement  of  7,000,000  shares
retired as part of the disposition of ProBio.

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

Financial Position

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

  o  Igene  sold  or  transferred all of its inventory during the quarter
     ended June 30, 2002, the result was an increase in cash to operating
     activities of $374,000.
  o  The  carrying  value of redeemable preferred stock was increased and
     paid-in  capital  available  to common shareholders was decreased by
     $8,449 in  2003  and 2002, reflecting cumulative unpaid dividends on
     redeemable preferred stock.
  o  During  the  quarter ended June 30, 2003, $100,000 cash was used for
     the repayment of previous financing activity.

     In  December 1988, as part of an overall effort to contain costs and
conserve  working  capital,  Igene suspended  payment  of  the  quarterly
dividend on its preferred stock.  Resumption of the dividend will require
significant  improvements in cash flow.  Unpaid  dividends  cumulate  for
future  payment or addition to the liquidation preference  or  redemption
value  of  the preferred stock.  As of June 30, 2003, total dividends  in
arrears  on Igene's preferred stock total $246,903 ($9.44 per share)  and
are included in the carrying value of the redeemable preferred stock.

Liquidity and Capital Resources

     Historically,  Igene   has   been   funded   primarily   by   equity
contributions and loans from stockholders. As of June 30, 2003, Igene had
working capital of $471,727, and cash and cash equivalents of $366,634.

     Cash used by operating activities during the six-month period  ended
June 30, 2003 and 2002 amounted to $34,286 and $875,540, respectively,  a
decrease in cash used of $841,254.

     Cash  of $3,209 was provided by investing activities on asset  sales
for the six months ended June 30, 2003, rather than the $519,106 used for
the six-month period ended June 30, 2002.

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

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

     The  Company  does not believe that inflation has had a  significant
impact on its operations during the six-month periods ended June 30, 2003
and 2002.
                                  -19-
<PAGE>
                        IGENE Biotechnology, Inc.
                 Management's Discussion and Analysis of
              Financial Condition and Results of Operations
                               (continued)


Item 3.  Controls and Procedures

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

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

                                  -20-
<PAGE>
                        IGENE Biotechnology, Inc.
                                 PART II
                            OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities and Use of Proceeds.

Limitation on Payment of Dividends
__________________________________

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

Item 3.  Defaults Upon Senior Securities

In  December  1988,  as part of an overall effort to  contain  costs  and
conserve  working capital, the Company suspended payment of the quarterly
dividend on its preferred stock.  Resumption of the dividend will require
significant  improvements in cash flow.  Unpaid  dividends  cumulate  for
future  payment or addition to the liquidation preference  or  redemption
value  of  the preferred stock.  As of June 30, 2003, total dividends  in
arrears on the Company's preferred stock total $246,903($9.44 per  share)
and are included in the carrying value of the redeemable preferred stock.

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

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

     Results of the voting were as follows:

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

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

</TABLE>

Item 5.  Other Information

None.
                                  -21-
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

 (a) Exhibits

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

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

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

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


 (b) Reports on Form 8-K

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

                                  -22-
<PAGE>
                               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   August 14, 2003             By /s/STEPHEN F. HIU
                                      ___________________________
                                         STEPHEN F. HIU
                                         President




Date   August 14, 2003             By /s/EDWARD J. WEISBERGER
                                      __________________________
                                         EDWARD J. WEISBERGER
                                         Chief Financial Officer

                                  -23-
<PAGE>
                              EXHIBIT INDEX


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

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

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

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

                                  -24-