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



(Mark One)

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

            For the quarterly period ended March 31, 2002
                                           ______________


[ ]  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 Identification No.)
  Incorporation or organization)


         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:

77,045,816 shares as of May 9, 2002.
___________________________________


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 ................  11-13

     Management's Discussion and Analysis of Financial
     Conditions and Results of Operations ......................  14-17

PART II - OTHER INFORMATION ....................................  18

SIGNATURES .....................................................  19

<PAGE>
                      IGENE BIOTECHNOLOGY, INC.

             QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

               OF THE SECURITIES EXCHANGE ACT OF 1934

<PAGE>

                               PART I

                        FINANCIAL INFORMATION

<PAGE>
<TABLE>

                     IGENE Biotechnology, Inc. and Subsidiaries
                            Consolidated Balance Sheets

<CAPTION>
                                                    March 31,       December 31,
                                                         2002               2001
                                                  _____________     _____________
                                                   (Unaudited)
<S>                                               <C>               <C>
ASSETS
CURRENT ASSETS

  Cash and cash equivalents                       $    117,984      $    394,487
  Accounts receivable,
   (net of allowances of $24,000; 2002 and 2001)       592,829           832,794
  Inventory                                          1,454,087           959,856
  Prepaid expenses and other current assets            449,218           290,553
  Deferred costs, current portion                       74,160            74,160
                                                  _____________     _____________

                                                     2,688,278         2,551,850


OTHER ASSETS
  Property and equipment, net                          244,563           232,923
  Deferred costs, net of current portion               275,138           304,267
  Equipment deposits                                   213,656           177,091
  Deposits on manufacturing equipment                  211,380           211,380
  Other assets                                          50,981            61,495
                                                  _____________     _____________

     TOTAL ASSETS                                 $  3,683,996      $  3,539,006
                                                  =============     =============

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

<PAGE>
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                   (continued)
<CAPTION>
                                                     March 31,       December 31,
                                                          2002               2001
                                                   _____________     _____________
                                                    (Unaudited)
<S>                                                <C>               <C>
LIABILITIES, REDEEMABLE PREFERED STOCK
  AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses            $    882,056      $  1,085,893
  Equipment lease payable                                   ---             1,733
  Variable rate subordinated debenture                1,500,000         1,500,000
                                                   _____________     _____________

     TOTAL CURRENT LIABILITIES                        2,382,056         2,587,626

LONG-TERM DEBT
  Notes payable                                       6,057,959         6,057,959
  Convertible debentures                              4,264,212         3,514,212
  Accrued interest                                    2,186,199         1,927,256
                                                   _____________     _____________

     TOTAL LIABILITIES                               14,890,426        14,087,053
                                                   _____________     _____________

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred
     stock, 8% cumulative, convertible,
     voting, series A, $.01 par value per
     share. Redemption value $16.64
     and $16.48, respectively.  Authorized
     1,312,500 shares, issued 26,405 shares             439,379           435,154
                                                   _____________     _____________

STOCKHOLDERS' DEFICIT
  Common stock, $.01 par value per share.
     Authorized, 750,000,000 shares;
     issued and outstanding 77,005,618
     and 75,848,600 shares,
     respectively.                                      770,056           758,486
  Additional paid-in capital                         22,230,893        22,188,836
  Deficit                                           (34,646,758)      (33,930,523)
                                                   _____________     _____________

     TOTAL STOCKHOLDERS' DEFICIT                    (11,645,809)      (10,983,201)
                                                   _____________     _____________

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $  3,683,996      $  3,539,006
                                                   =============     =============

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

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

<CAPTION>
                                                        Three months ended
                                                  _______________________________

                                                    March 31,         March 31,
                                                         2002              2001
                                                  _____________     _____________
<S>                                               <C>               <C>
Sales - AstaXin(R)                                $    508,251      $    445,018
Sales - Nutraceuticals                                 555,357              ----
Cost of sales - AstaXin(R)                            (430,660)         (412,119)
Cost of sales - Nutraceuticals                        (366,684)              ---
                                                  _____________     _____________

   Gross profit                                        266,264            32,899

Operating expenses:
  Marketing and selling                                248,278           144,179
  Research, development and pilot plant                180,391           107,335
  General and administrative                           335,689           122,398
                                                  _____________     _____________

     Total operating expenses                          764,358           373,912
                                                  _____________     _____________

     Operating (loss)                                 (498,094)         (341,013)
                                                  _____________     _____________

Other income (expense)
  Miscellaneous income                                     ---             3,000
  Interest expense, net of interest income of
    $637 and $869, respectively                       (218,141)         (187,748)
                                                  _____________     _____________

     Total other income                               (218,141)         (184,748)

     Net loss                                     $   (716,235)     $   (525,761)
                                                  =============     =============

     Basic and diluted
       net loss per common share                  $      (0.01)     $      (0.01)
                                                  =============     =============

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

<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, 2001                                 26,405       $   418,255

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

Exercise of employee stock options                            ---               ---

Exercise of warrants                                          ---               ---

Net loss for the three months ended March 31, 2001            ---               ---
                                                      ____________      ____________

Balance at March 31, 2001                                  26,405       $   422,480
                                                      ============      ============


Balance at January 1, 2002                                 26,405       $   435,154

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

Exercise of employee stock options                            ---               ---

Exercise of warrants                                          ---               ---

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

Balance at March 31, 2002                                  26,405       $   439,379
                                                      ============      ============
</TABLE>

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

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

                                                                          Additional                         Total
                                                   Common Stock            Paid-in                       Stockholders'
                                                 (shares/amount)           Capital          Deficit         Deficit
                                               ___________  ___________   _____________   _____________   _____________
<S>                                            <C>          <C>           <C>             <C>             <C>
Balance at January 1, 2001                     62,249,005   $  622,490    $ 21,411,645    $(30,257,564)   $ (8,223,429)

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

Exercise of employee stock options                  5,000           50             200             ---             250

Exercise of warrants                              170,910        1,709          15,382             ---          17,091

Net loss for the three months ended
  March 31, 2001                                      ---          ---             ---        (525,761)       (525,761)

                                               ___________  ___________   _____________   _____________   _____________

Balance at March 31, 2001                      62,424,915   $  624,249    $ 21,423,002    $(30,783,325)   $ (8,736,074)
                                               ===========  ===========   =============   =============   =============


Balance at January 1, 2002                     75,848,600   $  758,486    $ 22,188,836    $(33,930,523)   $(10,983,201)

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

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

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

                                               ___________  ___________   _____________   _____________   _____________

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

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

                              IGENE Biotechnology, Inc. and Subsidiaries
                                 Consolidated Statements of Cash Flows
                                            (Unaudited)

<CAPTION>
                                                                         Three months ended
                                                                       March 31,      March 31,
                                                                            2002           2001
                                                                     ____________   ____________
<S>                                                                  <C>            <C>
Cash flows from operating activities
   Net loss                                                          $  (716,235)   $  (525,761)
   Adjustments to reconcile net loss to net cash used
   by operating activities:
     Depreciation                                                         12,183          5,272
     Amortization                                                         29,129         29,129
     Manufacturing cost paid in shares of common stock                    57,852            ---
     Interest on debenture paid in shares of common stock                 45,000         45,000
     Decrease (increase) in:
       Accounts receivable                                               239,965        (55,933)
       Inventory                                                        (494,231)      (194,572)
       Prepaid expenses and other current assets                        (158,665)        26,307
     Increase (decrease) in accounts payable and accrued expenses         10,106        344,129
                                                                     ____________   ____________

       Net cash used in operating activities                            (974,896)      (326,429)
                                                                     ____________   ____________

Cash flows from investing activities
   Capital expenditures                                                  (23,823)        (3,336)
   Deposits and other assets                                             (26,051)           ---
                                                                     ____________   ____________

       Net cash used in investing activities                             (49,874)        (3,336)
                                                                     ____________   ____________

Cash flows from financing activities
   Proceeds from borrowing                                               750,000        800,000
   Repayment of long-term debt                                            (1,733)        (7,502)
   Proceeds from exercise of employee stock options                          ---            ---
                                                                     ____________   ____________

       Net cash provided by financing activities                         748,267        792,498
                                                                     ____________   ____________

       Net (decrease) increase in cash and cash equivalents             (276,503)       462,733

       Cash and cash equivalents at beginning of period                  394,487        143,572
                                                                     ____________   ____________

       Cash and cash equivalents at end of period                    $   117,984    $   606,305
                                                                     ============   ============

Supplementary disclosure and cash flow information
__________________________________________________


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

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

</TABLE>

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

<PAGE>
            IGENE Biotechnology, Inc. and Subsidiaries
                  Notes to Financial Statements

(1)  Unaudited consolidated financial statements

     The    consolidated    financial   statements    of    Igene
     Biotechnology,  Inc.  and Subsidiaries  ("Igene")  presented
     herein  are  unaudited,  and in the opinion  of  management,
     include all adjustments (consisting only of normal recurring
     accruals)  necessary  for a fair presentation  of  financial
     position  and  results of operation and  cash  flows.   Such
     financial  statements do not include all of the  information
     and  footnote  disclosures normally  included  in  financial
     statements prepared in accordance with accounting principles
     generally  accepted in the United States of  America.   This
     quarterly   report  on  Form  10-QSB  should  be   read   in
     conjunction  with Igene's Annual Report on Form  10-KSB  for
     the year ended December 31, 2001.

(2)  Noncash investing and financing activities

     During  the three months ended March 31, 2002 and 2001,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred  stock at $.16 per  share  aggregating
     $4,225,  which  has  been removed from paid-in  capital  and
     included  in the carrying value of the redeemable  preferred
     stock.

     During  the  three months ended March 31, 2001, the  Company
     capitalized leased equipment by recording a lease obligation
     payable of $18,500 under a capital lease.

     During  the  three months ended March 31, 2001, the  Company
     cancelled  demand  notes payable of $1,150,000  and  related
     accrued  interest  of $14,211 by issuing new  8%  debentures
     which became convertible into the Company's common stock  on
     the effective date of a sufficient increase in the Company's
     authorized shares.

(3)  Foreign Currency Translation and Transactions

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

     The  financial position and results of operations  of  Igene
     Norway,  whose  functional currency  is  the  Norway  Krone,
     consolidated herein have been translated into US dollars  in
     accordance with SFAS No. 52, "Foreign Currency Translation,"
     (as  amended  by  SFAS  No.  130,  "Reporting  Comprehensive
     Income").   All  assets and liabilities of  this  subsidiary
     have  been  translated at the exchange rate at  the  balance
     sheet  date.  Income statement amounts have been  translated
     using  average  rate  of  exchange  over  the  period.   Any
     resultant  translation  adjustments are  included  in  other
     comprehensive  income, a separate component of stockholders'
     equity.  Because this subsidiary was purchased  in  December
     2001  and the Norway Krone has not fluctuated since then  no
     foreign  currency translation adjustment arose in the  first
     quarter  of  March  31,  2002.  Any gains  and  losses  from
     foreign   currency  transactions  of  this  subsidiary   are
     included in operations.

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


(4)  Inventories

     Inventory, stated at lower of cost, on a first-in  first-out
     basis,  or  market value, represents AstaXin(R) manufactured
     and held for sale, as follows:

<TABLE>
<CAPTION>

                                      March 31,     December 31,
                                           2002             2001
                                   _____________   _____________
     <S>                           <C>             <C>
     Work-in-process - AstaXin(R)  $        ---    $     35,764
     Finished goods - AstaXin(R)      1,288,900         776,381
     Nutraceuticals                     165,187         147,711
                                   _____________   _____________

       Total inventory             $  1,454,087    $    959,856
</TABLE>

(5)  Stockholders' Equity (Deficit)

     As  of  March 31, 2002 and 2001, 52,810 shares of authorized
     but  unissued  common  stock were reserved  for  issue  upon
     conversion of the Company's outstanding preferred stock.

     As  of  March  31, 2002 and 2001, 74,604,500 and  74,905,166
     shares,  respectively,  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, 2002 and 2001, 80,000 and 160,000  shares,
     respectively, of authorized but unissued common  stock  were
     reserved  for  issuance  for  payment  of  interest  on  the
     variable  rate subordinated debenture and 375,000 shares  of
     authorized  but  unissued  common stock  were  reserved  for
     issuance  upon conversion of the variable rate  subordinated
     debenture.

     As  of  March  31,  2002  and  2001,  13,174,478  shares  of
     authorized but unissued common stock were reserved  for  the
     conversion  of outstanding convertible promissory  notes  in
     the  aggregate amount of $1,082,500 held by directors of the
     Company.

     As  of  March 31, 2002 and 2001, 188,016,085 and 131,759,345
     shares,  respectively,  of authorized  but  unissued  common
     stock   were   reserved  for  the  exercise  of  outstanding
     warrants.

     As  of  March  31, 2002 and 2001, 13,799,963 and  20,000,000
     shares,  respectively,  of authorized  but  unissued  common
     stock  were reserved for issuance to the Company's  contract
     manufacturer   pursuant  to  the  terms   of   the   current
     manufacturing contract.

(6)  Basic and diluted net loss per common share

     Basic  and diluted net loss per common share for the  three-
     month  periods  ended March 31, 2002 and 2001  is  based  on
     75,848,600   and   62,287,586,  respectively,  of   weighted
     average   common  shares  outstanding.   For   purposes   of
     computing net loss per common share, the amount of net  loss
     has  been  increased by cumulative undeclared  dividends  in
     arrears on preferred stock.  No adjustment has been made for
     any  common  stock  equivalents  outstanding  because  their
     effects would be antidilutive.

<PAGE>
           IGENE Biotechnology, Inc. and Subsidiaries
           Notes to Consolidated Financial Statements
                           (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. Presently, a stay on all discovery  remains  in
     effect  while  a court-appointed expert analyzes  the  yeast
     products  of both parties.  Igene believes that  it  is  not
     probable  that  this dispute will result in  an  unfavorable
     outcome  to  Igene.   Accordingly,  no  liability  has  been
     reflected  in the March 31, 2002 balance sheet. Nonetheless,
     should  ADM prevail, Igene could be liable for damages,  and
     Igene  could also lose the right to use a particular  strain
     of  yeast.  However, Igene expects that this will not affect
     Igene's  ability  to  make and sell its product, AstaXin(R).
     The  Company  had  expenses  of  $-0-, in the  three  months
     ended March 31, 2002 and 2001  relating  to  this   on-going
     litigation.

(9) Subsequent Events

     None.

<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.

Results of Operations
_____________________

Sales and other revenue

     Sales of AstaXin(R) during the quarter ended March  31, 2002
and  2001, were $508,251 and $445,018, respectively, an  increase
of $63,233 or 14%.  Sales for subsequent quarters are expected to
continue  to increase in 2002 at this pace as they did  in  2001,
but are still seen to be limited by production capacity. However,
there  can be no assurance that these, or any increases in  sales
will occur, or that they will be material.

     The quarter  ended  March 31, 2002 Igene recorded  sales  of
$555,357  for  Nutraceuticals.  This is a new business  line  for
Igene  which it added along with the 2001 acquisition  of  ProBio
Nutraceuticals.   Sales for subsequent quarters are  expected  to
continue  to  increase but no subsequent trend is seen.  However,
there  can be no assurance that these, or 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 $77,591 and  $32,899
for the quarters ended March 31, 2002 and 2001, respectively,  an
increase  of  $44,692,  this is 15%  and  7%  of  sales  for  the
quarters,  respectively.  The Company expects that the  level  of
gross  profit  to be maintained in the future as a percentage  of
sales,   with   expected   increases  in  production   efficiency
offsetting  pricing competition, but the company can  provide  no
assurances  in  that regard.  The Company plans  to  continue  to
increase  production  of  AstaXin, as needed,  to  meet  expected
increased  sales of AstaXin.  Demand is increasing  both  due  to
seasonal increases in customer usage and increases in our  market
share.   If  demand  for AstaXin continues to  increase,  as  the
Company  expects  that it will, 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, as was the case during the fourth quarter of  2001.
To  avoid this limitation, the Company is presently investigating
other   additional  sources  of  available  production  capacity.
However, there can be no assurance that the Company will be  able
to  find  and  subsequently be able to utilize  other  additional
sources of production capacity as quickly as they are needed, and
sales and gross profit growth may be limited unless augmented  by
increases   in  production  efficiency  resulting  from   process
research and development.  Presently available capacity with  the
Company's current contract manufacturer is expected to allow  for
an  approximate increase of 80% over capacity being  used  as  of
March 31, 2002.

     The preceding  resulted in cost of  sales  for  the  quarter
ended   March  31,  2002  and  2001  of  $430,660  and  $412,119,
respectively, an increase of $18,541 or 4.5%.

     The quarter ended March 31, 2002 Igene recorded gross profit
of $188,673 for Nutraceuticals as a result of $366,684 in cost of
sales.   This is a gross profit of 34% as a percentage of  sales.
This  is a new business line for Igene which it added along  with
the 2001 acquisition of ProBio Nutraceuticals.

<PAGE>

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


Cost of sales and gross profit (continued)

     Profit for  subsequent quarters are expected to continue  to
increase in total, maintaining the same profit percentage, but no
subsequent trend is seen. However, there can be no assurance that
these, or any increases in sales will occur, or that they will be
material.

Marketing and selling expenses

     Marketing  expenses  are expected to continue  to  increase,
since  to  achieve continuing and increasing sales, and to  enter
other markets for both AstaXin(R) and Nutraceuticals, the Company
will  need  to  make additional marketing efforts both  products.
These  additional  expenses are expected to be  funded  by  gross
profits  from  product sales, however, there can be no  assurance
that  these sales will occur, that they will be material or  that
gross  profits will result.  Marketing  and selling expenses  for
the  quarter  ended March 31, 2002 were $248,278, an increase  of
$104,099,  or  72%  over the marketing and  selling  expenses  of
$144,179 for the quarter ended March 31, 2001.

Research, development and pilot plant expenses

     Research, development and pilot plant expenses are  expected
to  continue to increase at a moderate rate in the near  term  in
support of increasing the efficiency of the manufacturing process
through experimentation in the Company's pilot plant, development
of higher yielding strains of yeast and other improvements in the
Company's AstaXin(R) and Nutraceuticals technology. For the first
quarter  of  2002  and  2001, these expenses  were  $180,391  and
$107,335, respectively, an increase of $73,056 or 68%.   However,
there  can  be no assurance that such improvements in  efficiency
and  yield will continue to occur, or that they will be material.
These  expenses  are  expected to be  funded  through  additional
funding  from  stockholders,  and by  profitable  operations,  if
profitable operations occur.

Operating expenses

    General and administrative expenses for the first quarter  of
2002  and  2001  were  $335,689 and  $122,398,  respectively,  an
increase  of  $213,291 or 174%.  This increase results  from  the
purchase  of  ProBio  Nutraceuticals, the  additional  management
received and the overhead incurred, as well as increases in  cost
of  insurance  coverage,  increased legal fees and administrative
travel  due  to  the  expansion  of  the  Company.   General  and
administrative expenses are expected to continue at  the  current
rate  in  the  near future.  These expenses are  expected  to  be
funded by additional funding from stockholders, and by profitable
operations, if profitable operations occur.

Litigation expenses

     Management expects  to ultimately recover  some  portion  of
litigation  expenses  previously incurred, which  are  associated
with  the suit filed against the Company by ADM and the Company's
counterclaim,   through  damage  awards  and  to   preserve   the
commercial  product rights associated with  AstaXin(R).  However,
there  can  be no assurance that the Company will receive  damage
awards  or  that  its  rights  will be  preserved.   The  Company
incurred no litigation expenses for the quarters ended March  31,
2002  and 2001. Expenses associated with this on-going litigation
decreased,  as compared to the first quarter in the  prior  year,
since  a  stay  on all discovery has remained in effect  while  a
court appointed expert analyzes the yeast product of both parties
to  the suit.  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.   A range  of  reasonably
possible losses from the litigation cannot be estimated  at  this
time,  and  accordingly, no liability has been reflected  in  the
March 31, 2002 financial statements.

Interest expense (net of interest income)

    Interest  expense  (net  of interest income)  for  the  first
quarter of 2002 and 2001 was $218,141 and $187,748, respectively,
an  increase of $30,393 or 16%.    This interest expense (net  of
interest income) 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, and has increased due  to  increased
financing from directors.

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

Net loss and basic and diluted net loss per common share

     As a  result  of  the  foregoing, the Company  reported  net
losses  of  $716,235 and $525,761, respectively,  for  the  first
quarters of 2002 and 2001, an increase in the loss of $190,474 or
36%.  This represents a loss of $.01 per basic and diluted common
share  in  each  of  the first quarters of 2002  and  2001.   The
weighted average numbers of shares of common stock outstanding of
75,848,600  and  62,287,586, for the first quarters of  2002  and
2001,  respectively, have increased by 13,561,014  shares.   This
resulted  from the issuance of 80,000 shares in lieu of  interest
payment  on  a  subordinated debenture, the  issue  of  8,000,000
shares  of stock related to the purchase of ProBio, the  issuance
of  300,666  shares of common stock pursuant to the  exercise  of
employee  stock options, and the issuance of 6,200,037 shares  to
its  manufacturer  as regards the manufacturing  agreement.   The
weighting  of  the  last  issuance of  1,157,018  shares  to  its
manufacturer  will  have only a minimal effect  on  the  weighted
average number of shares of common stock outstanding as they were
not issued until the end of March, 2002.

Financial Position

     During  the  quarters  ended  March  31, 2002  and 2001, the
following   actions   also   materially  affected  the  Company's
financial position:

     o   Igene  increased inventory from manufacture  during  the
         quarter ended March 31, 2002 by $494,231.

     o   The  carrying  value of redeemable preferred  stock  was
         increased  and  paid-in  capital  available  to   common
         shareholders  was  decreased by $4,225 in 2001 and 2000,
         reflecting  cumulative  unpaid  dividends  on redeemable
         preferred stock.

     o   Due  to  increased activity in preparation for increased
         production,  prepaid  expenses  and other current assets
         increased  by  $158,665  for the quarter ended March 31,
         2002.

     o   Accounts receivable collections during the first quarter
         of 2002 provided $239,965 in cash to the Company.


     In  December 1988, as part of an overall effort  to  contain
costs  and  conserve working capital, Igene suspended payment  of
the quarterly dividend on its preferred stock.  Resumption of the
dividend  will  require significant improvements  in  cash  flow.
Unpaid  dividends cumulate for future payment or addition to  the
liquidation  preference  or redemption  value  of  the  preferred
stock.   As  of  March 31, 2002, total dividends  in  arrears  on
Igene's preferred stock total $228,139 ($8.64 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,  2002,
Igene  had  working  capital  of  $306,222,  and  cash  and  cash
equivalents of $117,984.

     Cash used by operating activities during the quarters  ended
March  31,  2002  and  2001 amounted to  $947,896  and  $326,429,
respectively, an increase in cash used of $621,467.

     Cash used by investing activities increased by $46,538, from
$3,336  for the quarter ended March 31, 2001 to $49,874  for  the
quarter  ended March 31, 2002.  This was as a result of increased
capital expenditures.

     Cash provided by financing activities decreased  by  $44,231
from  $792,498 for the quarter ended March 31, 2001  to  $748,267
for  the  quarter  ended  March 31,  2002.  Financing  activities
consisted principally of notes from directors.  For the  quarters
ended  March  31, 2002 and 2001, the contributions were  $750,000
and $800,000, respectively.

<PAGE>

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


Liquidity and Capital Resources (continued)

     Over the  next twelve months, Igene believes  it  will  need
additional  working capital. Igene hopes to achieve profits  from
sales  of  AstaXin(R) and  Nutraceuticals, but additional funding
will also  be  required to finance increased customer receivables
and  inventory  levels  caused   by   expansion   of   sales  and
manufacturing. However, there  can be no assurance that projected
profits, if any, from sales, or projected additional funding from
directors  will  be  available  to  Igene  to  fund its continued
operations.

     The  Company  does  not believe that  inflation  has  had  a
significant  impact on its operations during the  quarters  ended
March 31, 2002 and 2001.

<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. Presently, a stay on all discovery  remains  in
     effect  while  a court-appointed expert analyzes  the  yeast
     products  of both parties.  Igene believes that  it  is  not
     probable  that  this dispute will result in  an  unfavorable
     outcome  to  Igene.   Accordingly,  no  liability  has  been
     reflected  in the March 31, 2002 balance sheet. Nonetheless,
     should  ADM prevail, Igene could be liable for damages,  and
     Igene  could also lose the right to use a particular  strain
     of  yeast.  However, Igene expects that this will not affect
     Igene's  ability  to  make and sell its product, AstaXin(R).
     The Company had expenses of $-0-, in the three months  ended
     March   31,   2002  and  2001  relating  to  this   on-going
     litigation.

Item 2.   Changes in Securities and Use of Proceeds.

     Limitation on Payment of Dividends
     __________________________________

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

Item 3.   Defaults Upon Senior Securities.

     In  December 1988, as part of an overall effort  to  contain
     costs  and  conserve working capital, the Company  suspended
     payment  of  the quarterly dividend on its preferred  stock.
     Resumption   of   the  dividend  will  require   significant
     improvements  in cash flow.  Unpaid dividends  cumulate  for
     future payment or addition to the liquidation preference  or
     redemption  value of the preferred stock.  As of  March  31,
     2002,  total dividends in arrears on the Company's preferred
     stock  total $228,139 ($8.64 per share) and are included  in
     the carrying value of the redeemable preferred stock.

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

     None

Item 5.   Other Information.

     None

Item 6.   Exhibits and Reports on Form 8-K.

    (a)   Exhibits

          None

    (b)   Reports on Form 8-K

          On  January  4,  2002,  Igene filed a Current Report on
          Form  8-K  disclosing  the  purchase of its sales agent
          ProBio Nutraceuticals.

          On  March 6, 2002, Igene filed an amendment to  Current
          Report  on  Form 8-K filed January 4, 2002,  containing
          unaudited  consolidated pro forma financial  statements
          relating to Igene's purchase of Pro Bio Nutraceuticals.

<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:   May 15, 2002      By:  /s/Stephen F. Hiu
                               _____________________________
                               Stephen F. Hiu
                               President




Date:   May 15, 2002      By:  /s/Edward J. Weisberger
                               _____________________________
                               Edward J. Weisberger
                               Chief Financial Officer