U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                            FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended March 31, 2010

[ ]   TRANSITION  REPORT  PURSUANT TO  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 registrant 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
   ____________________________________________________
   (Registrant's telephone number, including area code)

                          None
   ____________________________________________________
   (Former name, former address and former fiscal year,
               if changed since last report)

Indicate  by check mark whether the registrant (1) has  filed
all  reports required to be filed by Section 13 or  15(d)  of
the  Securities Exchange Act of 1934 during the preceding  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      [ ]

Indicate  by  check  mark  whether  the registrant is a large
accelerated  filer,  an  accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
"large  accelerated  filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [ ]   Accelerated filer          [ ]
Non-accelerated filer    [ ]   Smaller reporting company  [X]

Indicate  by  check  mark  whether  the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).

Yes      [ ]          No      [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEEDING FIVE YEARS

Indicate  by  check mark whether the registrant has filed all
documents  and reports required to be filed by Section 12, 13
or 15(d) of the Securities Exchange Act of 1934 subsequent to
the  distribution  of  securities under a plan confirmed by a
court.

Yes      [ ]          No      [X]

Indicate  the  number  of  shares  outstanding of each of the
issuer's   classes   of  common  stock,  as  of  the   latest
practicable date:

1,565,504,297  shares  of common stock, par value $.01, as of
_____________________________________________________________
May 10, 2010.
_____________

                               (i)

<PAGE>
<TABLE>
<CAPTION>
                            FORM 10-Q
                    IGENE Biotechnology, Inc.


                              INDEX

                                                                           Page
<S>                                                                        <C>
PART I - FINANCIAL INFORMATION                                             1

     Consolidated Balance Sheets (Unaudited).............................  1

     Consolidated Statements of Operations (Unaudited)...................  2

     Consolidated Statement of Stockholders' Deficiency (Unaudited)......  3

     Consolidated Statements of Cash Flows (Unaudited)...................  4

     Notes to Consolidated Financial Statements (Unaudited)..............  5

     Management's Discussion and Analysis of Financial
     Conditions and Results of Operations ...............................  8

     Controls and Procedures.............................................  12

PART II  - OTHER INFORMATION ............................................  14

EXHIBIT INDEX ...........................................................  15

SIGNATURES ..............................................................  16



</TABLE>



                              (ii)

<PAGE>

                 PART I -- FINANCIAL INFORMATION

<TABLE>
<CAPTION>


Item 1.   Financial Statements

                            IGENE Biotechnology, Inc.  and Subsidiary
                                   Consolidated Balance Sheets


                                                                     March 31,     December 31,
                                                                         2010             2009
                                                                 _____________    _____________
                                                                  (Unaudited)
<S>                                                               <C>             <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                      $  1,276,195     $  1,295,222
  Accounts receivable                                                   1,929            1,929
  Due from Naturxan                                                 2,277,292        2,318,085
  Prepaid expenses and other current assets                            32,815           44,452
                                                                 _____________    _____________
     TOTAL CURRENT ASSETS                                           3,588,231        3,659,688

  Property and equipment, net                                         815,213          852,894
  5 year non-compete, net                                              84,687           92,386
  Intellectual property                                               149,670          149,670
  Other assets                                                          5,132            5,125
                                                                 _____________    _____________
     TOTAL ASSETS                                                $  4,642,933     $  4,759,763
                                                                 =============    =============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                          $    451,641     $    465,405
  Guarantee in debt of Naturxan                                     1,487,784        1,094,502
                                                                 _____________    _____________
     TOTAL CURRENT LIABILITIES                                      1,939,425        1,559,907

LONG-TERM DEBT
  Notes payable (net of unamortized discount)                         363,874          363,874
  Contingent liability on joint venture separation                  5,000,000        5,000,000
  Accrued interest                                                    345,337          338,059

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative,
  convertible, voting, series A, $0.01 par value per share.
  Stated value was $21.76 and $21.60, respectively.
  Authorized 1,312,500 shares; issued and outstanding
  11,134 shares.                                                      242,275          240,494
                                                                 _____________    _____________
     TOTAL LIABILITIES                                              7,890,911        7,502,334
                                                                 _____________    _____________
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock --- $0.01 par value per share. Authorized
  3,000,000,000 shares; issued and outstanding 1,565,404,297
  and 1,560,404,297 shares at March 31, 2010 and
  December 31,2009 respectively.                                   15,654,043       15,604,043
  Additional paid-in capital                                       34,466,644       34,466,644
  Accumulated deficit                                             (53,420,561)     (52,871,514)
  Other comprehensive income                                           51,896           58,256
                                                                 _____________    _____________
     TOTAL STOCKHOLDERS' DEFICIENCY                                (3,247,978)      (2,742,571)
                                                                 _____________    _____________

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY              $  4,642,933     $  4,759,763
                                                                 =============    =============

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

                               -1-

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


                                                                    Three months ended
                                                              ________________________________
                                                              March 31, 2010   March 31, 2009
                                                              _______________  _______________
<S>                                                           <C>              <C>
REVENUE
  Sales                                                       $          ---   $    1,241,785
  Cost of sales                                                          ---          945,184
                                                              _______________  _______________
     GROSS PROFIT                                                        ---          296,601
                                                              _______________  _______________


LOSS OF JOINT VENTURE                                               (393,282)        (234,210)

OPERATING EXPENSES

  Marketing and selling                                              135,579          145,428
  Research, development and pilot plant                              469,710          471,037
  General and administrative                                          73,277          219,377
  Less operating expenses reimbursed by Joint Venture               (530,967)        (453,419)
                                                              _______________  _______________

     TOTAL OPERATING EXPENSES                                        147,599          382,423
                                                              _______________  _______________

     OPERATING LOSS                                                 (540,881)        (320,032)
                                                              _______________  _______________

OTHER INCOME                                                             ---        1,025,742

INTEREST EXPENSE                                                      (8,166)          (8,871)
                                                              _______________  _______________

     NET INCOME (LOSS)                                        $     (549,047)  $      696,839
                                                              _______________  _______________
Other comprehensive income (loss)
  Foreign exchange translation                                        (6,360)          12,002


     TOTAL COMPREHENSIVE INCOME (LOSS)                        $     (555,407)  $      708,841
                                                              ===============  ===============

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE          $        (0.00)  $         0.00
                                                              ===============  ===============
WEIGHTED AVERAGE SHARES OUTSTANDING                            1,562,726,519    1,518,503,841
                                                              ===============  ===============








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

</TABLE>
                               -2-
<TABLE>
<CAPTION>

                                           IGENE Biotechnology, Inc. and Subsidiary
                                      Consolidated Statement of Stockholders' Deficiency
                                                         (Unaudited)



                                                                        Additional                      Other         Total
                                               Common Stock              Paid-in      Accumulated   Comprehensive  Stockholders'
                                              (shares/amount)            Capital        Deficit        Income       Deficiency
                                       _____________________________  _____________  _____________  _____________  _____________
<S>                                    <C>                            <C>            <C>            <C>            <C>

Balance at January 1, 2010              1,560,404,297  $ 15,604,043   $ 34,466,644   $(52,871,514)  $     58,256   $ (2,742,571)

Shares issue for service                    5,000,000        50,000            ---            ---            ---         50,000


Loss due to currency translation                  ---           ---            ---            ---         (6,360)        (6,360)

Net loss for the three months ended
  March 31, 2010                                  ---           ---            ---       (549,047)           ---       (549,047)
                                       _______________ _____________  _____________  _____________  _____________  _____________

Balance at March 31, 2010               1,565,404,297  $ 15,654,043   $ 34,466,644   $(53,420,561)  $     51,896   $ (3,247,978)
                                       =============== =============  =============  =============  =============  =============




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

</TABLE>
                               -3-
<TABLE>
<CAPTION>
                               IGENE Biotechnology, Inc. and Subsidiary
                                Consolidated Statements of Cash Flows
                                             (Unaudited)

                                                                           Three months ended
                                                                   _________________________________
                                                                   March 31, 2010    March 31, 2009
                                                                   _______________   _______________
<S>                                                                <C>               <C>
Cash flows from operating activities
   Net loss                                                        $     (549,047)   $     (220,999)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation                                                          37,681            42,035
     Increase in preferred stock for cumulative dividend
     classified as interest                                                 1,781             1,773
     Recoupment from (Advances to) Joint Venture                           40,880          (453,419)
     Shares issued for services                                            50,000               ---
     Amortization of customer contracts and non-compete                     7,699             7,699
     Loss of joint venture                                                393,282           234,209
     Decrease (increase) in:
       Accounts receivable                                                    ---            54,932
       Inventory                                                              ---           840,436
       Prepaid expenses and other current assets                           11,544           (45,340)
     Increase (decrease) in:
       Accounts payable and accrued expenses                               (6,487)         (820,818)
                                                                   _______________   _______________
       Net cash used in operating activities                              (12,667)         (359,492)
                                                                   _______________   _______________

Cash flows from investing activities
     Purchase of equipment                                                    ---          (202,963)
       Net cash used in investing activities                                  ---          (202,963)
                                                                   _______________   _______________

Cash flows from financing activities
       Net cash provided by financing activities                              ---               ---
                                                                   _______________   _______________

Gain due to currency translation                                           (6,360)           12,002

     Net increase (decrease) in cash and cash equivalents                 (19,027)          550,453

     Cash and cash equivalents
       at beginning of period                                           1,295,222         1,488,011

     Cash and cash equivalents
       at end of period                                            $    1,276,195    $      937,558
                                                                   ===============   ===============
Supplementary disclosure and cash flow information
__________________________________________________

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

See Note (3) for non-cash investing and financing activities.





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

</TABLE>
                               -4-

            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements
                           (Unaudited)

(1)  Unaudited Consolidated Financial Statements

     The   March   31,  2010  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 operations 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-Q should be  read
     in conjunction with the Annual Report on Form 10-K for IGENE
     Biotechnology,  Inc. ("Igene") for the year  ended  December
     31,  2009  and  filed with the SEC on March 31,  2010.   The
     December 31, 2009 consolidated balance sheet is derived from
     the audited balance sheet included therein.

(2)  Nature of Operations

     IGENE  Biotechnology, Inc. ("Igene" or  the  "Company")  was
     incorporated in the State of Maryland on October 27, 1981 to
     develop,    produce   and   market   value-added   specialty
     biochemical  products.   Igene  is  a  supplier  of  natural
     astaxanthin,   an  essential  nutrient  in  different   feed
     applications  and  a source of pigment for  coloring  farmed
     salmon   species.   Igene  is  also  venturing   to   supply
     astaxanthin as a nutraceutical ingredient.  Igene is focused
     on  research  and  development in the areas of  fermentation
     technology,  nutrition  and  health  and  the  marketing  of
     products and applications worldwide.  Igene is the developer
     of  AstaXin(R),  a  natural  astaxanthin  product  made from
     yeast,  which  is  used  as a source of pigment for coloring
     farmed salmonids.

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

     In 2000, Igene formed a wholly-owned subsidiary, Igene Chile
     Comercial, Ltda., in Chile.  The subsidiary has a sales  and
     customer  service  office  in Puerto  Varas,  Chile,  and  a
     product warehouse in Puerto Montt, Chile.

     In  an  effort to develop a dependable source of production,
     on  March  19,  2003,  Tate & Lyle PLC  ("Tate")  and  Igene
     announced  a  50:50  joint venture to produce AstaXin(R) for
     the aquaculture  industry.   Production   utilized    Tate's
     fermentation capability together with the unique  technology
     developed  by  Igene.  Part of Tate's existing  citric  acid
     facility located in Selby, England, was modified to  include
     the  production  of  this  product.   Tate's  investment  of
     approximately $24,600,000 included certain of  its  facility
     assets  that  were used in citric acid production.   Igene's
     contribution  to  the  venture, including  its  intellectual
     property  and  its subsidiary in Chile, was  valued  by  the
     parties as approximately equal to Tate's contribution.   For
     accounting  purposes  Igene's  accounting  contribution  was
     valued at zero.

     On  October  31,  2007,  Igene  and  Tate  entered  into   a
     Separation  Agreement  pursuant to  which  the  venture  was
     terminated.  As part of the Separation Agreement, Igene sold
     to Tate its 50% interest in the venture and the venture sold
     to  Igene  its intellectual property, inventory and  certain
     assets and lab equipment utilized by the venture as well  as
     Igene's  subsidiary in Chile.   The purchase price  paid  by
     Tate to Igene for its 50% interest in the venture was 50% of
     the  venture's net working capital.  The purchase price paid
     by Igene for the inventory was an amount equal to 50% of the
     venture's  net  working capital, the assumption  of  various
     liabilities  and the current market price of the  inventory,
     less specified amounts.  In addition, Igene agreed to pay to
     Tate  an  amount equal to 5% of Igene's gross revenues  from
     the sale of astaxanthin up to a maximum of $5,000,000.  Tate
     agreed  for  a  period of five years not to  engage  in  the
     astaxanthin business.

     On  January  8,  2009, Igene entered into an agreement  with
     Archer-Daniels-Midland Company ("ADM") pursuant to which the
     Company  and  ADM formed a joint venture (the "ADM  JV")  to
     manufacture  and  sell astaxanthin and  derivative  products
     throughout the world.  Each of the Company and ADM has a 50%
     ownership   interest   in  the  ADM   JV   and   has   equal
     representation on the Board of Managers of the ADM JV.

                               -5-

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


(3)  Noncash Investing and Financing Activities

     During  the three months ended March 31, 2010 and 2009,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred stock cumulating at  $0.16  per  share
     aggregating to $1,781 and $1,773, respectively.

(4)  Stockholders' Deficiency

     As  of  March  31,  2010, 22,268 shares  of  authorized  but
     unissued   common  stock  were  reserved  for   issue   upon
     conversion of the Company's outstanding preferred stock.

     As  of  March  31,  2010, 656,428 shares of  authorized  but
     unissued  common  stock were reserved for  the  exercise  of
     outstanding warrants.

 (5) Basic and Diluted Net Loss per Common Share

     Basic  and diluted net loss per common share for the  three-
     month  periods ended March 31, 2010 and 2009  are  based  on
     1,562,726,519  and 1,518,503,841shares of  weighted  average
     common shares outstanding, respectively.  No adjustment  has
     been  made  for  any  common stock  equivalents  outstanding
     because  their effects would be anti-dilutive.  As of  March
     31, 2010, potential full dilution was 1,566,082,993 shares.

(6)  Going Concern

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $53,421,000  from  inception  to
     March 31, 2010 and as of March 31, 2010, Igene's liabilities
     exceeded  its  assets  by approximately  $3,248,000.   These
     factors  indicate that Igene may not be able to continue  in
     existence unless it is able to raise additional capital  and
     attain profitable operations.

     As  discussed, as of October 31, 2007, Igene terminated  its
     relationship  with  Tate  &  Lyle.   Igene  maintained   the
     saleable   inventory   after   the   termination   of    the
     relationship.  Igene sold the existing inventory in order to
     maintain  its  relationship with customers  and  used  these
     funds to cover expenses.

     On  January  8,  2009, Igene entered into an agreement  with
     Archer-Daniels-Midland Company ("ADM") pursuant to which the
     Company  and  ADM formed a joint venture (the "ADM  JV")  to
     manufacture  and  sell astaxanthin and  derivative  products
     throughout the world.  Each of the Company and ADM has a 50%
     ownership   interest   in  the  ADM   JV   and   has   equal
     representation on the Board of Managers of the ADM JV.

(7)  Naturxan LLC

     ADM  has  provided a working line of credit to  the  ADM  JV
     bearing interest at the rate of 4% in excess of the one year
     LIBOR.   As part of the ADM JV agreement both Igene and  ADM
     agreed to provide a Guarantee for 50% of the indebtedness of
     the  new  venture  Naturxan, LLC,  up  to  $1,612,500.   The
     $2,277,292  due  from Naturxan is for services  provided  by
     Igene to the ADM JV.  These fees are payable within 30  days
     of  the receipt of the invoice.  Unpaid invoices will accrue
     interest at the six month LIBOR.

     Manufacturing  is underway at the ADM facility.   Management
     expects continued dependable production.  As of the  end  of
     the  first quarter of 2010, Igene has not made an investment
     in the ADM JV.


                               -6-

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


(8)  Forgiveness of Debt

     The  March  31, 2009 financials reflect the recording  of  a
     gain  of  $1,025,742.  This is a one-time occurrence related
     to  a  liability recorded in a prior period related  to  the
     termination  of  the joint venture with  Tate  &  Lyle.   On
     February  26,  2009, Igene signed a settlement agreement  of
     past obligations and made a final payment to Tate & Lyle  in
     the  amount  of $714,227.  At the termination of  the  joint
     venture, Igene recorded liabilities of $890,000 for payments
     of past payables of the joint venture as well as $51,000 for
     costs  related  to collection of receivables  of  the  joint
     venture.  The expense was recorded when it was thought Igene
     could  be  liable  for  such amount  it.    Apart  from  the
     $5,000,000 liability related to future revenue (see Note 2),
     Igene has fulfilled all of its payment obligations to Tate &
     Lyle.

(9)  Issuance of Restricted Shares

     The  compensation  committee  and  the  board  of  directors
     recommended the issuance of 5,000,000 shares of Common Stock
     of Igene Biotechnology, Inc. (par value $.01 per share),  at
     $.01 per share, the market price on February 19, 2010 to its
     Manufacturing Consultant, Joseph  Downs,  in recognition for
     his work in helping to facilitate the  production process at
     the new facility.   These shares  were  issued  in the first
     quarter of 2010, and they were expensed as part of marketing
     and selling expense in the period.





                               -7-

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


Item 2.   Management's  Discussion  and  Analysis  of   Financial
          Condition and Results of Operations

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

EXCEPT  FOR  HISTORICAL  FACTS, ALL  MATTERS  DISCUSSED  IN  THIS
REPORT, WHICH ARE FORWARD-LOOKING, INVOLVE A HIGH DEGREE OF  RISK
AND  UNCERTAINTY.  CERTAIN STATEMENTS IN THIS  REPORT  SET  FORTH
MANAGEMENT'S   INTENTIONS,   PLANS,  BELIEFS,   EXPECTATIONS   OR
PREDICTIONS  OF THE FUTURE BASED ON CURRENT FACTS  AND  ANALYSES.
WHEN   WE   USE  THE  WORDS  "BELIEVE,"  "EXPECT,"  "ANTICIPATE,"
"ESTIMATE,"  "INTEND"  OR  SIMILAR  EXPRESSIONS,  WE  INTEND   TO
IDENTIFY FORWARD-LOOKING STATEMENTS.  YOU SHOULD NOT PLACE  UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.  ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH STATEMENT, DUE  TO
A  VARIETY OF FACTORS, RISKS AND UNCERTAINTIES.  POTENTIAL  RISKS
AND  UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED  TO,  COMPETITIVE
PRESSURES FROM OTHER COMPANIES WITHIN THE BIOTECH AGRICULTURE AND
AQUACULTURE  INDUSTRIES,  ECONOMIC CONDITIONS  IN  THE  COMPANY'S
PRIMARY  MARKETS,  EXCHANGE  RATE FLUCTUATIONS,  REDUCED  PRODUCT
DEMAND,  INCREASED  COMPETITION, INABILITY  TO  PRODUCE  REQUIRED
CAPACITY, UNAVAILABILITY OF FINANCING, GOVERNMENT ACTION, WEATHER
CONDITIONS  AND OTHER UNCERTAINTIES, INCLUDING THOSE DETAILED  IN
"RISK  FACTORS"  THAT  ARE  INCLUDED  FROM  TIME-TO-TIME  IN  THE
COMPANY'S  SECURITIES  AND  EXCHANGE  COMMISSION  FILINGS.    THE
COMPANY  ASSUMES NO DUTY TO UPDATE FORWARD-LOOKING STATEMENTS  TO
REFLECT   EVENTS  OR  CIRCUMSTANCES  AFTER  THE  DATE   OF   SUCH
STATEMENTS.

Critical Accounting Policies
____________________________

      Except as otherwise provided herein, the preparation of our
financial  statements  in conformity with  accounting  principles
generally  accepted  in the United States  (or  "GAAP")  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 of  operations
presented  in the financial statements and require management  to
make judgments and estimates that are inherently uncertain:

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

     The  Joint  Venture and the ADM Joint Venture was  accounted
for  under  the equity method of accounting as Igene  has  a  50%
ownership interest.

     Igene  will  recognize  the loss of the  ADM  Joint  Venture
beyond  the investment and advances to the ADM Joint Venture,  to
the point Igene maintains guarantees in the debt of the ADM Joint
Venture.


                               -8-

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

Results of Operations
_____________________

Sales and other revenue

     For  the quarter ended March 31, 2009, Igene recorded  sales
in  the  amount  of $1,241,785.  Sales had been limited  in  past
years due to insufficient production quantity and limited in  the
current  period  as source of production is being  developed  and
production  begins in the new ADM JV.  Management  believes  that
this  new  ADM  JV will provide salable product that  will  allow
Igene  to  be  competitive  in the market  place  and  allow  for
increased  sales  in  the future, though  no  assurances  can  be
provided in this matter.  All future sales of the ADM JV  product
will be recorded through the joint venture.

Cost of sales and gross profit

     For the quarter ended March 31, 2009, Igene recorded cost of
sales in the amount of $945,184.  This resulted in a gross profit
of  $296,601,  or 24% for the period ended March 31,  2009.   The
gross  profit is due mainly to the discount in which the  product
was  purchased at the conclusion of the joint venture  with  Tate
and  Lyle.   As  with sales, with the termination  of  the  joint
venture  with  Tate and Lyle, there can be no  assurance  of  the
continued dependability of production.  Sales had been limited in
past years due to insufficient production quantity and limited in
the  current period as a source of production is being  developed
and  production  begins in the new ADM JV.   Management  believes
that this new ADM JV will provide salable product that will allow
Igene  to  be  competitive  in the market  place  and  allow  for
increased  sales  in  the future, though  no  assurances  can  be
provided  in this matter.  As a result, future cost of  sales  is
expected  to increase as a new source of production is developed.
All  future cost of sales on the ADM JV product will be  recorded
through the joint venture.


Loss of Joint Venture

     For  the quarter ended March 31, 2010, Igene recorded a loss
from  the ADM JV of $393,282.  On January 8, 2009, Igene  entered
into  an  agreement with Archer-Daniels-Midland  Company  ("ADM")
pursuant to which the Company and ADM formed a joint venture (the
"ADM  JV")  to  manufacture and sell astaxanthin  and  derivative
products throughout the world.  Each of the Company and ADM has a
50% ownership interest in the ADM JV and has equal representation
on the Board of Managers of the ADM JV.

     On  October 31, 2007, Igene terminated its relationship with
Tate  & Lyle.  Igene maintained the saleable inventory after  the
termination  of  the  relationship.   Igene  sold  the   existing
inventory  in  order to maintain its relationship with  customers
and  used  these funds to cover expenses.  The new ADM  JV  began
selling product in the 3rd quarter of 2009.  For the three months
ended  March  31,  2010,  revenues from  sales  of  product  were
$2,590,572.  Cost of sales for the three months ended  March  31,
2010  were $2,477,238 resulting in a gross profit of $113,334  or
4%.  Expenses recorded by the ADM JV were $899,898 resulting in a
net  loss of $786,564 for the three months ended March 31,  2010.
Igene's  50%  interest  resulted in the $393,282  loss  recorded.
Management  believes that this new ADM JV will  provide  saleable
product  that  will allow Igene to be competitive in  the  market
place  and  allow  for increased sales in the future,  though  no
assurances can be provided in this matter.

Marketing and selling expenses

     For  the  quarters  ended March 31,  2010  and  2009,  Igene
recorded marketing and selling expense in the amounts of $135,579
and  $145,428, respectively, a decrease of $9,849, or  7%.   With
the  creation of the ADM JV, responsibility for the marketing and
selling  function is being assumed by the Joint Venture.   It  is
expected  that marketing and selling expenses will  fluctuate  as
activities continue to maintain customer base through the  period
of  transition in which the development of production  continues.
However, no assurances can be made with regard to a new source of
production or the maintenance of the customer base.  Expenses are
expected  to  be  funded by the new ADM JV and  cash  flows  from
operations,  to  the extent available for such purposes.   During
the  three  months ended March 31, 2010, $55,620 of the marketing
cost was reimbursed by the ADM JV.



                               -9-

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

Research, development and pilot plant expenses

     For  the  quarters  ended March 31,  2010  and  2009,  Igene
recorded  research and development expenditures in the amount  of
$469,710 and $471,037, respectively, a decrease of $1,327 or less
than  1%.   Research and development is underway to  develop  new
uses  for  its  product.  It is expected these expenditures  will
remain  at current levels in support of increasing the efficiency
of  the  manufacturing  process through  experimentation  in  the
Company's  pilot  plant, developing higher  yielding  strains  of
yeast  and  other   improvements  in  the  Company's   AstaXin(R)
technology.  Expenses are expected to be funded by the new ADM JV
and  cash flows from operations, to the extent available for such
purposes.   During the three month period ended March  31,  2010,
$460,347  of  the  research  and  development  expenditures   was
reimbursed by the ADM JV.

General and administrative expenses

     General  and administrative expenses for the quarters  ended
March 31, 2010 and 2009 were $73,277 and $219,377 respectively, a
decrease   of  $146,100  or  67%.   Igene  expects  general   and
administrative expenditures at the current level.  Igene works to
reduce  the  level of overhead expenditures and  spend  funds  on
research  and  development efforts.   A  small  portion  of  this
expense is expected to be covered by the ADM JV, but the majority
of  these  expenses are expected to be paid from cash flows  from
operations,  to the extent available for such purposes.   Of  the
2010   general  and  administrative  expenditures,  $15,000   was
reimbursed by the ADM JV.

Expenses reimbursed by ADM Joint Venture

     As  part  of  the ADM Joint Venture Agreement, a portion  of
costs  incurred  by  Igene  related to production,  research  and
development,  those  related  to  the marketing of AstaXin(R), as
well as those expenditures related to general and  administrative
functions of the Joint Venture are considered expenditures of the
Joint  Venture and therefore will be reimbursed by  the  ADM  JV.
For  the three months ended March 31, 2010, the ADM JV reimbursed
Igene   $530,967  for  $460,347  for  research  and   development
expenditures, $55,620 for marketing expenditures, and $15,000 for
general and administrative expenditures.

Other income

     Igene  had other income for the quarter ended March 31, 2009
of  $1,025,742.   Such income for 2009 was a one-time  occurrence
related  to  a liability recorded in a prior period in connection
with  the termination of the joint venture with Tate & Lyle.   On
February  26, 2009, Igene signed a settlement agreement  of  past
obligations  and  made a final payment to T&L in  the  amount  of
$714,227.   At  the  termination  of  the  joint  venture,  Igene
recorded liabilities of $890,000 for payments of past payables of
the joint venture as well as $51,000 for expenditures related  to
collection of receivables of the joint venture.  This was a  one-
time occurrence related to a liability recorded in a prior period
related  to  the termination of the joint venture with  Tate  and
Lyle.   The expense was recorded when it was thought Igene  could
be  liable  for such amount.  Apart from the $5,000,000 liability
related  to future revenue (see note 2), Igene has fulfilled  all
of its payment obligations to Tate & Lyle.

Interest expense

     Interest expense for the quarters ended March 31, 2009  were
$8,166  and $8,871 respectively, a decrease of $705 or 8%.   This
interest  expense (net of interest income) was  for  interest  on
Igene's  long  term  financing  from  its  directors  and   other
stockholders,  interest on Igene's subordinated  and  convertible
debentures.

                              -10-

            IGENE Biotechnology, Inc. and Subsidiary
             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
comprehensive  loss  of  $549,047  and  comprehensive  income  of
$708,841, respectively, for the quarters ended March 31, 2010 and
2009.   This represents a loss of $0.00 and a gain of  $0.00  per
basic  and  diluted  common share in each of the  quarters  ended
March  31,  2010  and  2009, respectively.  The  weighted-average
number of shares of common stock outstanding of 1,562,726,519 and
1,518,503,841  for the quarters ended March 31,  2010  and  2009,
respectively, has increased due to shares issued in repurchase of
employee stock options.

Financial Position

     During  the  quarters  ended March 31,  2010  and  2009,  in
addition  to  the  matters  previously discussed,  the  following
actions   also   materially  affected  the  Company's   financial
position:

   -  For 2010 most activity took place as part of the ADM JV and
      effects  to cash were minimal, Mainly decreases in  prepaid
      expenses  and  other  assets were a use of cash of $11,544;
      and

   -  Decreases  in  accounts  receivable and inventory  for  the
      quarter  ended  March 31, 2009 of $895,368 were a source of
      cash, offset by funds used to decrease accounts payable and
      accrued expenses by $820,818; and

   -  The  carrying  value  of  redeemable  preferred  stock  was
      increased  and interest expense was recorded  in the amount
      of  $1,781  and  $1,773,  respectively,  in  2010 and 2009,
      reflecting   cumulative  unpaid   dividends  on  redeemable
      preferred stock.

      In  December 1988, as part of an overall effort to  contain
costs  and  conserve working capital, Igene suspended payment  of
the  quarterly  dividend  on  its preferred  stock,  though  this
dividend  still  accrues.  Any resumption of the  dividend  would
require  significant improvements in cash flow.  Unpaid dividends
will  accrue  for  future payment or addition to the  liquidation
preference  or redemption value of the preferred  stock.   As  of
March  31,  2010, total dividends in arrears on Igene's preferred
stock  total $153,204 ($13.76 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,  2010,
Igene  had  working  capital of $1,648,806,  and  cash  and  cash
equivalents of $1,276,195.

    Cash  used  by  operating activities during  the  three-month
period  ended  March 31, 2010 and March 31, 2009 equaled  $12,667
and $359,492, respectively.  The reduction is mainly attributable
to  the  reduction of funds advanced to the joint venture between
2009 and 2010.

    Cash  used  by  investing activities during  the  three-month
period  ended  March  31,  2009 equaled  $202,963,  all  used  in
equipment  purchase.   No equipment was purchased  in  the  first
quarter  of  2010,  and  there were no funds  used  in  investing
activity.

       No  cash  was  used  or  provided by financing  activities
during the first quarter of 2010 or 2009.


                              -11-

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


     Over  the  next twelve months, Igene believes it  will  need
additional working capital.  Part of this funding is expected  to
be  received  from  sales  of  AstaXin(R), resulting in increased
cash.   Additional  funding  is  expected   through  the  ADM  JV
reimbursement of   expenses.   There  will  be  additional  delay
between  the  commencement  of  production  and  the  receipt  of
proceeds  from  any sale of  such product.  However, there can be
no assurance  that  projected  cash  from  sales,  or  additional
funding,  will  be sufficient  for  Igene  to  fund its continued
operations.

    The   Company   does  not  believe  that  inflation   had   a
significant  impact  on  its operations  during  the  three-month
periods ended March 31, 2010 and 2009.

Off-Balance Sheet Arrangements
______________________________

     There  have been no material changes in the risks related to
off-balance  sheet arrangements since the Company's disclosure in
its Annual  Report  on  Form 10-K for the year ended December 31,
2009.

Item 3.   Quantitative  and  Qualitative  Disclosure About Market
          Risk

     The  Company  is a smaller reporting company as  defined  by
Rule  12b-2  of the Securities Exchange Act of 1934,  as  amended
(the  "Exchange  Act")  and  is  not  required  to  provide   the
information required under this item.

Item 4.   Controls and Procedures

     We carried out an evaluation, under the supervision and with
the  participation  of  our management, including  our  principal
executive  officer  and  principal  financial  officer,  of   the
effectiveness  of  our  disclosure controls  and  procedures  (as
defined   in  Rules  13a-15(e)  and  15d-15(e)  of  the  Exchange
Act).   Based  upon  that  evaluation,  our  principal  executive
officer and principal financial officer concluded that, as of the
end of the period covered in this report, our disclosure controls
and  procedures  were  not effective to ensure  that  information
required to be disclosed in reports filed under the Exchange  Act
is  recorded,  processed,  summarized  and  reported  within  the
required time periods and is accumulated and communicated to  our
management,   including  our  principal  executive  officer   and
principal  financial  officer, as  appropriate  to  allow  timely
decisions regarding required disclosure.

     Our  management,  including our principal executive  officer
and  principal  financial  officer,  does  not  expect  that  our
disclosure controls and procedures or our internal controls  will
guaranty the prevention of any error or fraud.  A control system,
no  matter  how  well conceived and operated,  can  provide  only
reasonable,  not absolute, assurance that the objectives  of  the
control system are met.  Further, the design of a control  system
must reflect the fact that there are resource constraints and the
benefits  of  controls  must  be  considered  relative  to  their
costs.   Due to the inherent limitations in all control  systems,
no evaluation of controls can provide absolute assurance that all
control  issues  and  instances  of  fraud,  if  any,  have  been
detected.  To  address  the  material  weaknesses,  we  performed
additional  analysis  and  other post-closing  procedures  in  an
effort  to ensure our consolidated financial statements  included
in this annual report have been prepared in accordance with GAAP.
Accordingly,  management believes that the  financial  statements
included  in this report fairly present in all material  respects
our financial condition, results of operations and cash flows for
the periods presented.

     Igene  is  undertaking to improve its internal control  over
financial  reporting  and  improve its  disclosure  controls  and
procedures.  As of December 31 2009, we identified the  following
material  weaknesses which still exist as of March 31,  2010  and
through the date of this report.



                              -12-

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


1. As  of  March 31, 2010, we did not maintain effective controls
   over  the  control  environment.  Specifically,  we  have  not
   formally  adopted  a  written code  of  business  conduct  and
   ethics  that  governs  the Company's employees,  officers  and
   directors.    Additionally,  we   have   not   developed   and
   effectively  communicated  to  our  employees  its  accounting
   policies  and  procedures.  This has resulted in  inconsistent
   practices.    Further,  the  Board  of  Directors   does   not
   currently  have  any  independent  members  and  no   director
   qualifies  as an independent audit committee financial  expert
   as  defined  in Item 407(d)(5)(ii) of Regulation  S-K.   Since
   these  entity  level programs have a pervasive  effect  across
   the   organization,  management  has  determined  that   these
   circumstances constitute a material weakness.


2. As  of  March 31, 2010, we did not maintain effective controls
   over  financial statement disclosure.  Specifically,  controls
   were  not designed and in place to ensure that all disclosures
   required   were   originally  addressed   in   our   financial
   statements.    Accordingly,  management  has  determined  that
   this control deficiency constitutes a material weakness.


3. As  of  March 31, 2010, we did not maintain effective controls
   over  equity  transactions.  Specifically, controls  were  not
   designed and in place to ensure that equity transactions  were
   properly  reflected.  Accordingly, management  has  determined
   that this control deficiency constitutes a material weakness.




                              -13-

            IGENE Biotechnology, Inc. and Subsidiary
                             PART II
                        OTHER INFORMATION

Item 1.   Legal Proceedings

     There  are  no material pending legal proceedings  to  which
Igene  is  a  party  or  to which any of Igene's  properties  are
subject;  nor  are  there  material  proceedings  known   to   be
contemplated  by  any  governmental  authority;  nor  are   there
material proceedings known to Igene, pending or contemplated,  in
which  any  of  Igene's directors, officers,  affiliates  or  any
principal  security  holders, or any  associate  of  any  of  the
foregoing, is a party or has an interest adverse to us.

Item 1A.  Risk Factors

     The  Company  is a smaller reporting company as  defined  by
Rule 12b-2 of the Exchange Act and is not required to provide the
information required under this item.

Item 2.   Unregistered  Sales  of  Equity  Securities  and Use of
          Proceeds

None.

Item 3.  Defaults Upon Senior Securities

     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,  though this
dividend  still  accrues.   Any  resumption of the dividend would
require significant improvements in cash flow.   Unpaid dividends
will  accrue  for  future  payment or addition to the liquidation
preference  or  redemption  value  of the preferred stock.  As of
March  31,  2010, total dividends in arrears on Igene's preferred
stock  total  $153,204 ($13.76 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.



                              -14-



Item 6.  Exhibits

(a) Exhibits

EXHIBIT                      DESCRIPTION
NO.

3.1     Articles  of  Incorporation of  the  Registrant,  as
        amended   as  of  November  17,  1997,  constituting
        Exhibit  3.1 to the Registration Statement No.  333-
        41581  on  Form SB-2 filed with the SEC on  December
        5, 1997, are hereby incorporated by reference.

3.2     Articles  of  Amendment to Articles of Incorporation
        of  the  Registrant, constituting Exhibit 3.1(b)  to
        the Registration Statement No. 333-76616 on Form  S-
        8  filed  with  the  SEC on January  11,  2002,  are
        hereby incorporated by reference.

3.3     By-Laws of the Registrant, constituting Exhibit  3.2
        to the Registration Statement No. 33-5441 on Form S-
        1  filed  with  the SEC on May 6, 1986,  are  hereby
        incorporated by reference.

31.1    Rule  13a-14(a)  or 15d-14(a) Certification  of  the
        Registrant's principal executive officer.*

31.2    Rule  13a-14(a)  or 15d-14(a) Certification  of  the
        Registrant's principal financial officer.*

32.1    Rule  13a-14(b)  or 15d-14(b) Certification  of  the
        Registrant's  principal executive  officer  pursuant
        to  18  U.S.C. Section 1350 as adopted  pursuant  to
        Rule 906 of the Sarbanes-Oxley Act of 2002.*

32.2    Rule  13a-14(b)  or 15d-14(b) Certification  of  the
        Registrant's  principal financial  officer  pursuant
        to  18  U.S.C. Section 1350 as adopted  pursuant  to
        Rule 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith.


                              -15-

                           SIGNATURES


Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.



                            IGENE BIOTECHNOLOGY, INC.
                            _____________________________________
                            (Registrant)




Date   May 14, 2010    By   /S/ STEPHEN F. HIU
       _____________        _____________________________________
                                STEPHEN F. HIU
                                President
                                (principal executive officer)




Date   May 14, 2010    By   /S/ EDWARD J. WEISBERGER
       _____________        _____________________________________
                                EDWARD J. WEISBERGER
                                Chief  Financial Officer
                                (principal financial officer)











                              -16-