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



(Mark One)

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

        For the quarterly period ended September 30, 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
    Incorporation or organization)          Identification No.)


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


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

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



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

Yes     x              No
      _____                 _____


State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
91,147,995 shares as of November 6, 2002.

Transitional Small Business Disclosure Format (check one):

Yes                    No     x
      _____                 _____

                               -1-



The undersigned registrant hereby amends its quarterly report  on
form 10-QSB for the quarter ending September  30,  2002,  as  set
forth  in  the  pages  attached  hereto  (see  notes to financial
statements).

                           FORM 10-QSB
                    IGENE Biotechnology, Inc.


                              INDEX



PART I  -  FINANCIAL INFORMATION
                                                             Page

     Consolidated Balance Sheets . .  . . . . . . . . . . .  4-5

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

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

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

     Notes to Consolidated Financial Statements . . . . . .  10-13

     Management's Discussion and Analysis of Financial
     Condition and Results of Operations  . . . . . . . . .  14-18

PART II  -  OTHER INFORMATION . . . . . . . . . . . . . . .  19-21

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

                               -2-

                    IGENE BIOTECHNOLOGY, INC.

           QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

             OF THE SECURITIES EXCHANGE ACT OF 1934

                               -3-

                                     Part I.

Item 1.  Financial Information
<TABLE>
                   IGENE Biotechnology, Inc.  and Subsidiaries
                           Consolidated Balance Sheets
<CAPTION>
                                               (as restated
                                              see Note 1.b.)
                                               September 30,         December 31,
                                                       2002                 2001
                                               _____________        _____________
                                               (Unaudited)
<S>                                            <C>                  <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                    $     42,350         $    394,487
  Accounts receivable,
    net allowances of $24,000; 2002 and 2001)     1,061,614              832,794
  Inventory                                       1,122,732              959,856
  Prepaid expenses and other current assets         257,814              290,553
  Deferred costs, current portion                    74,160               74,160
                                               _____________        _____________

                                                  2,558,668            2,551,850
OTHER ASSETS
  Property and equipment, net                       255,690              232,923
  Deferred costs, net of current portion            216,881              304,267
    Equipment deposits                              223,856              177,091
    Deposits on manufacturing equipment             306,275              211,380
    Other assets                                     57,821               61,495
                                               _____________        _____________

      TOTAL ASSETS                             $  3,619,191         $  3,539,006
                                               =============        =============






The accompanying notes are an integral part of the financial statements.
</TABLE>
                                       -4-
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                   (continued)
<CAPTION>
                                               (as restated
                                              see Note 1.b.)
                                               September 30,         December 31,
                                                       2002                 2001
                                               _____________        _____________
                                                (Unaudited)
<S>                                            <C>                  <C>
LIABILITIES, REDEEMABLE PREFERED STOCK
  AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses        $  1,292,580         $  1,085,893
  Equipment lease payable                               ---                1,733
  Variable rate subordinated debenture            1,500,000            1,500,000
                                               _____________        _____________

    TOTAL CURRENT LIABILITIES                     2,792,580            2,587,626
                                               _____________        _____________

LONG-TERM DEBT
  Notes payable                                   6,057,959            6,057,959
  Convertible debentures                          4,814,212            3,514,212
  Accrued interest                                2,650,088            1,927,256
                                               _____________        _____________

    TOTAL LIABILITIES                            16,314,839           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 $16.96
    and $16.48, respectively.  Authorized
    1,312,500 shares, issued 26,405 shares          447,829              435,154

STOCKHOLDERS' DEFICIT
  Common stock, $.01 par value per share.
    Authorized, 750,000,000 and
    250,000,000 shares, respectively;
    issued and outstanding 90,953,096
    and 75,848,600 shares, respectively             909,531              758,486
  Additional paid-in capital                     22,349,240           22,188,836
  Accumulated other comprehensive income             98,313                  ---
  Deficit                                       (36,500,561)         (33,930,523)
                                               _____________        _____________

    TOTAL STOCKHOLDERS' DEFICIT                 (13,143,477)         (10,983,201)
                                               _____________        _____________

    TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIT                    $  3,619,191         $  3,539,006
                                               =============        =============






The accompanying notes are an integral part of the financial statements.
</TABLE>
                                       -5-
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                 Three months ended                         Nine months ended
                                            ______________________________          ______________________________
                                            (as restated                            (as restated
                                           see Note 1.b.)                          see Note 1.b.)
                                            September 30,    September 30,          September 30,    September 30,
                                                    2002             2001                   2002             2001
                                            _____________    _____________          _____________    _____________
<S>                                         <C>              <C>                    <C>              <C>
Sales - AstaXin(R)                          $  1,240,278     $  1,473,068           $  2,409,193     $  3,014,611
Sales - Nutraceuticals                           418,608              ---              1,555,014              ---
Cost of sales - AstaXin(R)                     1,136,670        1,332,906              2,171,311        2,659,467
Cost of sales - Nutraceuticals                   377,060              ---              1,199,497              ---
                                            _____________    _____________          _____________    _____________

  Gross profit                                   145,156          140,162                593,399          355,144
                                            _____________    _____________          _____________    _____________

Operating expenses:
  Marketing and selling                          265,004          435,031                847,878          900,115
  Research, development and pilot plant          208,189          164,265                579,913          389,877
  General and administrative                     420,943          169,856                911,635          425,433
                                            _____________    _____________          _____________    _____________

     Total operating expenses                  1,069,136          769,152              2,339,426        1,715,425
                                            _____________    _____________          _____________    _____________

     Operating (loss)                           (923,980)        (628,990)            (1,746,027)      (1,360,281)
                                            _____________    _____________          _____________    _____________

Other income (expense)
  Miscellaneous income                               ---              ---                    ---            6,000
  Interest expense, net of interest
    income of $253, $1,700, $1,082,
    and $8,408, respectively                    (317,409)        (173,182)              (824,011)        (601,029)
                                            _____________    _____________          _____________    _____________

    Net loss                                $ (1,066,389)    $   (802,172)          $ (2,570,038)    $ (1,955,310)
                                            =============    =============          =============    =============
    Basic and diluted
    net loss per common share               $      (0.01)    $      (0.01)          $      (0.03)    $      (0.03)
                                            =============    =============          =============    =============

The accompanying notes are an integral part of the financial statements.
</TABLE>
                                       -6-
<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                                ---        12,675

Issuance of common stock in
  lieu of cash in payment of
  interest on subordinate debenture                            ---           ---

Shares issued for manufacturing agreement                      ---           ---

Comprehensive loss:

Net loss for the nine months ended
  September 30, 2001                                           ---           ---

Other comprehensive income -
  Foreign currency translation                                 ---           ---
                                                        ___________   ___________

Balance at September 30, 2001                               26,405    $  430,930
                                                        ===========   ===========

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

Cumulative undeclared dividends
  on redeemable preferred stock                                ---        12,675

Issuance of common stock in
  lieu of cash in payment of
  interest on subordinate debenture                            ---           ---

Shares issued for manufacturing agreement                      ---           ---

Comprehensive loss:

Net loss for the nine months ended
  September 30, 2002                                           ---           ---

Other comprehensive income -
  Foreign currency translation                                 ---           ---

     Total comprehensive loss                                  ---           ---
                                                        ___________   ___________

Balance at September 30, 2002                               26,405    $  447,829
                                                        ===========   ===========


The accompanying notes are an integral part of the financial statements.
</TABLE>
                                       -7-
<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                Consolidated Statements of Stockholders' Deficit
                         (as restated - see Note 1.b.)
                           (Unaudited - Continued)
<CAPTION>

                                                               Accumulated
                                                               Additional                    Other          Total
                                          Common Stock         Paid-in                       Comprehensive  Stockholders'
                                         (shares/amount)       Capital        Deficit        Income(Loss)   Deficit
                                      _______________________  _____________  _____________  _____________  _____________

<S>                                   <C>         <C>          <C>            <C>            <C>            <C>
Balance at January 1, 2001            62,249,005  $  622,490   $ 21,411,645   $(30,257,564)           ---   $ (8,223,429)

Cumulative undeclared dividends
  on redeemable preferred stock              ---         ---        (12,675)           ---            ---        (12,675)

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

Exercise of employee stock options       305,666       3,057         12,227            ---            ---         15,284

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

Net loss for the nine months ended
  September 30, 2001                         ---         ---            ---     (1,955,310)           ---     (1,955,310)
                                      ___________ ___________  _____________  _____________  _____________  _____________

Balance at September 30, 2001         62,765,581  $  627,656   $ 21,516,179   $(32,212,874)           ---   $(10,069,039)
                                      =========== ===========  =============  =============  =============  =============

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              ---         ---        (12,674)           ---            ---        (12,674)

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

Issuance of common stock in
  lieu of cash in payment for
  consulting fee                      12,000,000     120,000          5,000            ---            ---        125,000

Shares issued
  for manufacturing agreement          3,064,496      30,645         78,478            ---            ---        109,124

Comprehensive loss:

  Net loss for the nine months
  ended September 30, 2002                   ---         ---            ---     (2,570,038)           ---     (2,570,038)

Other comprehensive income-
  foreign currency translation               ---         ---            ---            ---         98,313         98,313
                                                                                                            _____________

     Total comprehensive loss                                                                                 (2,471,725)
                                      ___________ ___________  _____________  _____________  _____________  _____________

Balance at September 30, 2002         90,953,096  $  909,531   $ 22,524,240   $(36,675,561)  $     98,313   $(13,143,477)
                                      =========== ===========  =============  =============  =============  =============






The accompanying notes are an integral part of the financial statements.
</TABLE>
                                       -8-

<TABLE>
                   IGENE Biotechnology, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                Nine months ended
                                                          (as restated
                                                         see Note 1.b.)
                                                          September 30,   September 30,
                                                                  2002            2001
                                                          _____________   _____________
<S>                                                       <C>             <C>
Cash flows from operating activities:
  Net loss                                                $ (2,570,038)   $ (1,955,310)
  Adjustments to reconcile net loss to net cash used
  by operating activities:
    Depreciation                                                39,647          17,715
    Amortization                                                87,386          87,385
    Foreign currency translation adjustment                     98,313             ---
    Consulting cost paid in shares of common stock             125,000             ---
    Manufacturing cost paid in shares of common stock          109,122             ---
    Interest on debenture paid in shares of common stock        90,000          90,000
    Decrease (increase) in:
      Accounts receivable                                     (228,819)     (1,095,065)
      Inventory                                               (162,876)        159,324
      Prepaid expenses and other current assets                 36,415         (82,858)
    Increase in:
      Accounts payable and accrued interest                    929,520       1,369,448
                                                          _____________   _____________

      Net cash used in operating activities                 (1,446,330)    ( 1,409,361)
                                                          _____________   _____________

Cash flows from investing activities:
  Capital expenditures                                        (204,074)        (58,872)
                                                          _____________   _____________

     Net cash used in investing activities                    (204,074)        (58,872)
                                                          _____________   _____________

Cash flows from financing activities:
  Proceeds from borrowing                                    1,300,000       1,500,000
  Proceeds from (repayment of) long-term debt                   (1,733)         (2,290)
  Proceeds from exercise of employee stock options                 ---          12,500
                                                          _____________   _____________

     Net cash provided by financing activities               1,298,267       1,510,210
                                                          _____________   _____________

     Net increase (decrease) in cash
       and cash equivalents                                   (352,137)         41,977

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

     Cash and cash equivalents at end of period           $     42,350    $    185,549
                                                          =============   =============

Supplementary disclosure and cash flow information
  Cash paid for:
    Interest                                              $     67,973    $        440
    Income taxes                                                   -0-             -0-


The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
                                       -9-

           IGENE Biotechnology, Inc. and Subsidiaries
                  Notes to Financial Statements


(1)  (a) Unaudited consolidated financial statements

     The  consolidated financial statements presented herein  are
     unaudited,  and  in the opinion of management,  include  all
     adjustments  (consisting only of normal recurring  accruals)
     necessary for a fair presentation of financial position  and
     results   of  operation  and  cash  flows.   Such  financial
     statements  do  not  include  all  of  the  information  and
     footnote   disclosures   normally  included   in   financial
     statements prepared in accordance with accounting principles
     generally  accepted  in the United States.   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.

     (b) Subsequent to   the    issuance   of   Igene's financial
      statements as of  and  for  the quarter ended September 30,
      2002, Igene's management determined that due to  the   fair
      valuation adjustment as relates to compensation  of  Martin
      Gerson, as was previously filed with the commission certain
      adjustments   were   necessary  to more fairly  present the
      financial condition of Igene.  The valuation of the  shares
      was reduced, accordingly the expense  recorded   as   third
      quarter general and administravite expense was  reduce  and
      along with the reduction of additional paid in capital.  As
      a result the net loss incurred during the third quarter was
      reduced.

(2)  Noncash investing and financing activities

     During  the  nine  months ended September  30,  2002,  Igene
     issued and sold $300,000 in aggregate principal amount of 8%
     convertible debentures to certain directors of Igene.  These
     debentures  are  convertible into shares of  Igene's  common
     stock at $.03 per share.  In consideration of the commitment
     to  purchase  the 8% convertible debenture, these  directors
     also  received  an  aggregate  of  10,000,000  warrants   to
     purchase  common stock at $.03 per share.  These debentures,
     if not converted earlier, become due on July 17th 2012.

     During  the nine months ended September 30, 2002, the  Board
     of   Directors,   in  further  attempts   to   ascertain   a
     manufacturing  partner,  has  authorized  retention  of  the
     services  of  Mr. Martin Gerson.  The expected term  of  the
     service will be for two (2) years.  In compensation for this
     service,  Mr. Gerson was awarded 12,000,000 shares of  Igene
     common stock.  The value of the services to be performed  by
     Mr. Gerson was $125,000,  as determined  by  the  Board   of
     Directors.  In determining the number of shares issued   for
     services to be performed, consideration was given   to  such
     factors as blockage discounts and that the shares of  common
     stock are restricted.

     During  the nine months ended September 30, 2002  and  2001,
     the Company recorded in each period dividends in arrears  on
     8%  redeemable preferred stock at $.48 per share aggregating
     $12,674  and  $12,675, respectively, which has been  removed
     from  paid-in capital and included in the carrying value  of
     the redeemable preferred stock.

     During the nine months ended September 30, 2002 and 2001 the
     Company issued 40,000 shares of common stock in each  period
     in  payment  of  interest on the variable rate  subordinated
     debenture.   If paid in cash, the interest would  have  been
     payable  at  12%  in the amount of $90,000 in  each  period.
     Shares may be issued in lieu of cash under the terms of  the
     debenture  agreement at the higher of  $2.25  per  share  or
     market  price per share.  The stock was issued  and  related
     interest  was paid at $2.25 per share, or $90,000,  in  each
     period.

     During the nine months ended September 30, 2001, the Company
     capitalized leased equipment by recording a lease obligation
     payable of $20,500 under a capital lease.

     During the nine months ended September 30, 2001, the Company
     satisfied  its  obligations under demand  notes  payable  of
     $1,000,000  and  related  accrued  interest  of  $14,211  by
     issuing  new  8%  convertible debentures  in  the  aggregate
     principal amount of $1,014,211.

     During  the  nine months ended September 30, 2001  employees
     exercised  55,666  stock options using $2,250  of  8%  notes
     payable plus accrued interest of $533.30.  55,666 new shares
     of  common stock were issued pursuant to these exercises  of
     options and $2,250 of 8% notes were cancelled.

     During  the  nine  months ended September 30,  2001  170,910
     warrants  were exercised using $17,091 of 8% notes  payable.
     170,910  new shares of common stock were issued pursuant  to
     these  exercises  of options and $17,091 of  8%  notes  were
     cancelled.



                               -10-

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

(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 most denominated  in
     Chilean Pesos.

     The  aggregate transaction loss included in determining  net
     income  for  the nine months ended September  30,  2001  was
     $180,379  and  is  included  in the  Marketing  and  selling
     expenses in the Consolidated Statement of Operations.  These
     losses  occurred  primarily as a result  of  the  effect  of
     substantial  de-valuation of the  Chilean  Peso  during  the
     months  of April through September 2001 on Igene's  accounts
     receivables,  which are mostly denominated in Chilean  Pesos
     as of September 30, 2001 and for the nine months then ended.
     The effect of exchange rate changes occurring subsequent  to
     September 30, 2001 has been immaterial.

     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.   Any   gains  and  losses  from  foreign   currency
     transactions of this subsidiary are included in  operations.
     Because  this subsidiary was purchased in December 2001,  no
     foreign  currency translation adjustment arose in  the  nine
     month  period ended September 30, 2001.  For the nine months
     ended  September 30, 2002 a foreign currency gain of $98,313
     resulted  because  the  Norway  Krone  fluctuated  favorably
     against the US dollar.

(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>
                                  September 30,    December 31,
                                          2002            2001
                                  _____________   _____________
     <S>                          <C>             <C>
     Work-in-process - AstaXin(R) $        ---    $     35,764
     Finished goods - AstaXin(R)     1,001,083         776,381
     Nutraceuticals                    121,649         147,711
                                  _____________   _____________

     Total inventory              $  1,122,732    $    959,856

</TABLE>








                              -11-

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

(5)  Stockholders' Equity (Deficit)

     At  September 30, 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  September  30, 2002 and 2001, 74,604,500  shares  of
     authorized  but  unissued  common stock  were  reserved  for
     exercise  pursuant  to the Company's Employee  Stock  Option
     Plans.

     As  of  September  30,  2002 and 2001,  40,000  and  120,000
     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  September  30, 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  September 30, 2002, 66,427,651 shares of  authorized
     but  unissued common stock were reserved for the  conversion
     of outstanding convertible promissory notes in the aggregate
     amount of $3,814,212 held by directors of the Company.

     As   of  September  30,  2002  and  2001,  198,016,085   and
     168,516,085 shares, respectively, of authorized but unissued
     common  stock were reserved for the exercise of  outstanding
     warrants.

     As of September 30, 2002 and 2001, 11,892,485 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.  For the nine months ended September
     30, 2002, 3,064,496 shares have been issued pursuant to this
     agreement  at  an  average  price  of  $.035  per  share  or
     $109,124, which has been included as cost of manufacturing.

     As  of September 30, 2001 5,000,000 shares of authorized but
     unissued common stock was reserved for issuance upon receipt
     of  $400,000  in  funding  for operations  pursuant  to  the
     commitment  on  March  27,  2001 of  $1,500,000  by  certain
     directors of the Company.

     During the nine months ended September 30, 2001, the Company
     issued 305,666 new shares of common stock at $.05 per  share
     or  $15,283,  pursuant  to the exercise  of  employee  stock
     option.

     During  the  nine  months ended September 30,  2001  170,910
     warrants were exercised using $17,091 of 8% notes payable in
     a  cashless  exercise.  170,910 new shares of  common  stock
     were  issued  pursuant  to these exercises  of  options  and
     $17,091 of 8% notes were cancelled.

(6)  Basic and diluted net loss per common share

     Basic  and  diluted net loss per common share for  the  nine
     months  ended  September  30, 2002  and  2001  is  based  on
     91,147,995 and 62,461,597, 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.






                              -12-

           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  September  30,  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 nine  months  ended September 30, 2002 and 2001 relating
     to this on-going litigation.

(9)  Subsequent Events

     October  1,  2002, Igene gave notice to the holder  of   the
     $1,500,000   variable  rate  subordinated  debenture,   that
     pursuant  to the debenture agreement, "Payment of  Principal
     upon  Maturity", Igene is exercising our right to  discharge
     the  principal due by converting the Debenture into  187,500
     Shares  of Cumulative Convertible Preferred stock  at  $8.00
     per share.

                              -13-

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

           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, FLUCTUATIONS IN CURRENCY EXCHANGE
RATES, 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, AVAILABILITY OF PRODUCT CAPACITY, GOVERNMENT ACTION,
WEATHER CONDITIONS, AND OTHER FACTORS.

Subsequent to   the    issuance   of Igene's financial statements
as of and for  the  quarter  ended  September  30,  2002, Igene's
management determined that due  to  the fair valuation adjustment
as relates to compensation of Martin Gerson,  as  was  previously
filed with the commission certain adjustments were  necessary  to
more  fairly  present  the  financial  condition   of Igene.  The
valuation of the shares  was  reduced,  accordingly  the  expense
recorded as third quarter  general and administravite expense was
reduce and along with the reduction of additional paid in capital.
As a result the net loss incurred during the third   quarter  was
reduced.


Results of Operations
_____________________

Sales and other revenue
     Sales of AstaXin(R) for the quarter ended September 30, 2002
and 2001, were $1,240,278 and $1,473,068, respectively a decrease
of  $232,790 or 15.8%.  Sales for the nine months ended September
30,  2002 and 2001 were $2,409,193 and $3,014,611, a decrease  of
$605,418  or 20%.  Th reduction in sales is due to a  lack  of  a
satisfactory  level  of production coupled  with  current  market
condition  pressures.  It is expected that sales  for  subsequent
quarters will return to the levels of 2001, provided we  will  be
able  to  achieve  a satisfactory level of production.   However,
there can be no assurance that these returns, or any increases in
sales will occur, or that they will be material.

    During  the  quarter ended September 30, 2002 Igene  recorded
sales  of $418,608 for Nutraceuticals.  Sales for the nine  month
period   ended  September  30,  2002  Igene  recorded  sales   of
$1,555,014 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
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 (loss)
     Gross Profit  on  sales of AstaXin(R) was  $103,608  for the
quarter  ended September 30, 2002.  This is a decrease of $36,554
from  the  $140,162 for the same quarter in the  preceding  year.
Gross Profit  on sales of AstaXin(R) was $237,882  for  the  nine
months  ended September 30, 2002, which is a decrease of $117,262
from  the $355,144 for the nine months ended September 30,  2001.
Gross  profits fell from 12% of sales for the nine  months  ended
September  30,  2001 to 10% of sales for the  nine  months  ended
September  30,  2002, respectively.  The company  attributes  the
fall in gross profit to a combination of pricing pressures in the
market  and  inefficiencies in production.  The  Company  expects
that  the  gross  profit  will return  to  prior  levels  and  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(R), as needed,  to  meet  expected  increased  sales   of
AstaXin(R).  Demand is expected to increase both due to  seasonal
increases  in  customer usage and increases in our market  share.
If demand for AstaXin(R) continues to increase, as  the   Company
expects that it will,  sales and gross profits may be limited  by
the quantities of AstaXin(R) the Company is able to product  with


                              -14-

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


Cost of sales and gross profit (loss) (continued)
its presently available capacity  with its contract manufacturer,
as was the case  during the  fourth quarter of 2001, coupled with
the concern output from the current manufacturer has been falling
rather than increasing  during  the  current  quarter.  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.

    The  preceding  resulted in cost of  sales  for  the  quarter
ended  September 30, 2002 and 2001 of $1,136,670  and  $1,322,906
respectively, a decrease of $186,236 or 14%.  Cost of  sales  for
the nine months ended September 30, 2002 and 2001 were $2,171,311
and $2,659,467, respectively, a decrease of $488,156 or 18%.

    The  quarter  ended September 30, 2002 Igene  recorded  gross
profit  of $41,548 for Nutraceuticals as a result of $377,060  in
cost  of  sales.   For the nine months ended September  30,  2002
Igene recorded gross profit of $355,517 for Nutraceuticals  as  a
result of $1,199,497 in cost of sales.  This is a gross profit of
10% and 23% as a percentage of sales respectively.  This is a new
business  line  for  Igene, which it added along  with  the  2001
acquisition of ProBio Nutraceuticals.

    Profit  for  subsequent quarters are expected 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 or profits will occur, or that they  will
be material.

Marketing and selling expenses
     Marketing expenses for AstaXin(R) are expected  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 for 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 September 30, 2002 were $265,004, a decrease of
$170,027,  or  39%  from the marketing and  selling  expenses  of
$435,031 for the quarter ended September 30, 2001. Marketing  and
selling  expenses  for the nine months ended September  30,  2002
were  $847,878, a decrease of $52,237, or 6% over  the  marketing
and  selling  expenses  of $900,115 for  the  nine  months  ended
September 30, 2001.

Research, development and pilot plant expenses
     Research, development and pilot plant expenses are  expected
to continue to increase, but at a more moderate rate as a portion
of  the current increase has been attributable to the acquisition
ProBio  and  the  addition  of  research  and  development  costs
related  to the Nutraceuticals product line.  Additionally  costs
increased  in  support  of  increasing  the  efficiency  of   the
manufacturing  process through experimentation in  the  Company's
pilot  plant,  developing higher yielding strains  of  yeast  and
other improvements in the Company's AstaXin(R) and Nutraceuticals
technology.  For the quarters ended September 30, 2002 and  2001,
these  expenses  were  $208,189 and  $164,265,  respectively,  an
increase  of $43,924 or 27%. For the nine months ended  September
30,  2002  and  2001, these expenses were $579,913 and  $389,877,
respectively, an increase of $190,036 or 49%.  These expenses are
expected   to   be   funded  through  additional   funding   from
stockholders,   and  by  profitable  operations,  if   profitable
operations occur.



                              -15-

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


Operating expenses
    General  and  administrative expenses for the quarters  ended
September   30,  2002  and  2001  were  $420,943  and   $165,856,
respectively,  an  increase of $251,087  or  148%.   General  and
administrative expenses for the nine months ended  September  30,
2002  and  2001  were  $911,635 and  $425,433,  respectively,  an
increase of $486,202 or 114%.  This increase is due mainly  to  a
one time charge for shares issued as compensation.  The Board  of
Directors,  in  further  attempts to  ascertain  a  manufacturing
partner,  has authorized retention of the services of Mr.  Martin
Gerson.   The  expected term of the service will be for  two  (2)
years.   In compensation for this service, Mr. Gerson was awarded
12,000,000  shares of Igene common stock.  As there  is  only  an
expectation  for  term  of service but no requirement  the  total
estimated  compensation $125,000 was expensed  during  the  third
quarter. The value of the services to be performed  by Mr. Gerson
was $125,000,  as determined  by  the  Board   of Directors.   In
determining the number of shares issued   for   services   to  be
performed, consideration was given   to  such factors as blockage
discounts and that the shares of  common stock are restricted. In
addition, an increase results from   the  purchase    of   ProBio
Nutraceuticals,    the    additional     management      received
incurring  additional management compensation  expense,  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 remain at the current level  with  the
exception of the one time payment to Mr. Gerson.  These  expenses
are   expected   to   be  funded  by  additional   funding   from
stockholders,   and  by  profitable  operations,  if   profitable
operations  occur.   However, we can provide no  assurances  that
such  additional  funding  will become  available  or  that  such
funding, if any, will be available upon terms favorable to us.

Litigation expenses
    Management  expects  to  ultimately recover,  through  damage
awards,  some portion of litigation expenses previously incurred,
in  connection with the suit filed against the Company by ADM and
the   Company's  counterclaim,  and  expects  to   preserve   its
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 during the  nine  months  ended
September  30, 2002 or 2001.  Expenses associated with  this  on-
going litigation have decreased 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 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 September 30, 2002 or 2001financial statements.

Interest expense (net of interest income)
    Interest  expense (net of interest income)  for  the  quarter
ended  September  30,  2002 and 2001 was $317,409  and  $173,182,
respectively,  an  increase of $144,227 or 83%. Interest  expense
(net of interest income) for the nine months ended September  30,
2002  and  2001  was  $824,011  and  $601,029,  respectively,  an
increase  of  $222,982 or 37%.   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.

Net loss and basic and diluted net loss per common share
    As  a  result  of  the  foregoing, the Company  reported  net
losses of $1,066,389 and $802,172, respectively, for the quarters
ended  September 30, 2002 and 2001, an increased loss of $264,217
or  33%.  The  Company  reported net  losses  of  $2,570,038  and
$1,955,310, respectively, for the nine months ended September 30,
2002  and  2001, an increased loss of $614,728,  or  31%.    This
represents a loss of $.01 per basic and diluted common  share  in
each  of the quarters ended September 30, 2002 and 2001, and $.03
per  basic  and diluted common share in each of the  nine  months
ended  September 30, 2002 and 2001.  The weighted average  number
of   shares  of  common  stock  outstanding  of  81,879,107   and
62,628,979,  respectively, for the quarters ended  September  30,
2002 and 2001 have increased by 19,250,128 shares.  This resulted
from  the weighted average adjustments of  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

                              -16-

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


Net  loss  and  basic  and  diluted net  loss  per  common  share
(continued)
stock pursuant to the  exercise  of  employee stock options,  the
issuance  of  8,107,515 shares to its manufacturer as regards the
manufacturing agreement,  and  12,000,000 shares to Mr. Gerson as
regards the consulting   agreement.  The  weighting of  the  last
issuance   of  595,728   shares  to  its  manufacturer,  and  the
12,000,000  to Mr. Gerson will  have only a minimal effect on the
weighted  average number of shares of common stock outstanding as
of  September  30,  2002  as they were not issued until the later
half of the current quarter.

Financial Position
__________________

During  the  nine months ended September 30, 2002 and  2001,  the
following   actions  also  materially  affected   the   Company's
financial position:

-  Igene  increased  inventory from manufacturing during the nine
   month period ended September 30, 2002 by $162,876.
-  The   carrying   value   of  redeemable  preferred  stock  was
   increased and paid-in capital available to common shareholders
   was   decreased   by   $12,674,  reflecting  cumulative unpaid
   dividends on redeemable preferred stock.
-  Prepaid   expenses  and  other  current  assets  decreased  by
   $36,415 for the nine-month period ended September 30, 2002.
-  Accounts  receivable   increased during the nine-month  period
   ended September 30, 2002 using $228,819 in cash for  operating
   activities of the Company.


     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 September 30, 2002, total dividends in arrears  on
the  Company's preferred stock totaled $236,589 ($8.96 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 directors and stockholders.  As  of
September 30, 2002 the Company had a negative working capital  of
approximately $233,912 and cash and cash equivalents of $42,350.

    Cash  used  by  operating activities during the  nine  months
ended  September  30, 2002 and 2001 amounted  to  $1,446,330  and
$1,409,361, respectively, an increase of $36,969.

    Cash  used  by  investing activities increased  by  $145,202,
from  $58,872  for the nine months ended September  30,  2001  to
$204,074  for the nine month ended September 30, 2002.  This  was
as a result of an increased in capital expenditures.

    Cash  provided by financing activities decreased by  $211,943
from  $1,510,210 for the nine months ended September 30, 2001  to
$1,298,267  for  the  nine  months  ended  September  30,   2002.
Financing   activities  consisted  principally  of   notes   from
directors.  For the nine-month periods ended September  30,  2002
and  2001,  the  contributions were  $1,300,000  and  $1,500,000,
respectively.

                              -17-

           IGENE Biotechnology, Inc. and Subsidiaries
             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 funds 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.

    Igene  does  not believe that inflation has had a significant
impact  on  its operations during the nine months ended September
30,  2002  and  2001, however foreign currency adjustments  could
have a significant effect on future operations.

Critical Accounting Policies
____________________________

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

     Our  inventories are stated at the lower of cost or  market.
Cost  is  determined  using  a weighted-average  approach,  which
approximates the first-in first-out method.  If the cost  of  the
inventories  exceeds their expected market value, provisions  are
recorded  for  the  difference between the cost  and  the  market
value.   These  provisions are determined  based  on  significant
estimates.   Inventories consist of currently  marketed  products
and   pre-launch   product  candidates,  which   we   expect   to
commercialize in the near term.

      We  are currently involved in certain legal proceedings  as
discussed  in  Item 1, "Legal Proceedings," in part  II  -  Other
Information.  As of September 13, 2002, 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 September 30, 2002 balance sheet.

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

Item 4. Controls and Procedures

     Based  on  their  most  recent review, which  was  completed
within  90  days  of  the  filing of  this  report,  the  Igene's
principal executive officer and principal financial officer  have
concluded  that  Igene's disclosure controls and  procedures  are
effective to ensure that information required to be disclosed  by
Igene  in  the  reports  that  it  files  or  submits  under  the
Securities  Exchange Act of 1934, as amended, is accumulated  and
communicated  to  Igene's  management,  including  its  principal
executive officer and principal financial officer, as appropriate
to  allow timely decisions regarding required disclosure and  are
effective to ensure that such information is recorded, processed,
summarized and reported within the time periods specified in  the
SEC's  rules  and  forms.  There were no significant  changes  in
Igene's  internal  controls  or  in  other  factors  that   could
significantly  affect those controls subsequent to  the  date  of
their evaluation.




                              -18-

                     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  September  30,  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
     nine  months  ended September 30, 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.

Sales of Unregistered Securities
________________________________

     On  July  17th  2002,  Igene issued  and  sold  $300,000  in
     aggregate principal amount of it's 8% convertible debentures
     to   certain  directors  of  Igene.   These  debentures  are
     convertible into shares of Igene's common stock at $.03  per
     share based on the market price of Igene shares at the  time
     the  debentures  were  agreed to.  In consideration  of  the
     commitment  to purchase the 8% convertible debenture,  these
     directors also received an aggregate of 10,000,000  warrants
     to   purchase  common  stock  at  $.03  per  share.    These
     debentures,  if not converted earlier, become  due  on  July
     17th 2012.  Igene believes that the issuance and sale of the
     convertible  debentures  is exempt from  registration  under
     Section  4(2)  of  the Securities Act of 1933,  as  amended,
     based  on,  among other things, the fact that the purchasers
     of  the securities were directors of the company at the time
     of purchase.

     During   the  course  of  2000  and  2001,  Fermic,  Igene's
     manufacturing agent, earned 5,043,019 shares of common stock
     as  part  of  the  manufacturing agreement in  exchange  for
     manufacturing services provided under that agreement.   They
     are  able  to  earn up to 20,000,000 shares  throughout  the
     course of the contract.  The 5,043,019 shares were earned at
     an  average  price  of $.06 per share over  the  period  and
     issued  at  the end of 2001.  During the nine  months  ended
     September  30, 2002, Fermic earned an additional  3,064,496,
     shares, which have been issued pursuant to the manufacturing
     agreement  at  an  average  price  of  $.035  per  share  or
     $109,124,  which has been included as cost of manufacturing.
     Any  future  shares earned by Fermic will  be  issued  on  a
     quarterly  basis.  Igene  relied  on  Section  4(2)  of  the
     Securities  Act  of 1933, as amended, to  issue  the  shares
     Fermic without registration under that act.  Igene relied on
     the  representations and warranties of Fermic  made  in  the
     manufacturing   agreement  in  claiming  the  aforementioned
     exemption.





                              -19-

                    IGENE Biotechnology, Inc.

                             PART II
                        OTHER INFORMATION
                           (continued)


Sales of Unregistered Securities (continued)
____________________________________________

     On  August  13,  2002,  the Board of Directors,  in  further
     attempts  to  ascertain a manufacturing partner,  authorized
     retention  of  the  services  of  Mr.  Martin  Gerson.   The
     expected  term  of the service will be two  (2)  years.   In
     compensation  for  this  service,  Mr.  Gerson  was  awarded
     12,000,000  shares  of Igene common stock.   The  12,000,000
     shares  was issued on September 3, 2002 and expensed in  the
     third quarter at market  value of  approximately  $0.01  per
     share, or $125,000 as compensation at the time of the award.
     These shares were  issued  in  reliance  upon  Rule  506  of
     Regulation D promulgated  under  the Securities Act of 1933,
     based upon certifications  from  Mr.  Gerson that Mr. Gerson
     was an accredited investor   at  the  time the  shares  were
     acquired.

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.
     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  September
     30,  2002,  total dividends in arrears on Igene's  preferred
     stock  total $236,589 ($8.96 per share) and are included  in
     the carrying value of the redeemable preferred stock

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

     At the annual meeting of stockholders held on July 16, 2002,
     the  following matters were submitted to stockholders'  vote
     and  were approved by the requisite number of votes: (1) the
     election  of all eight directors of the Company:  Joseph  C.
     Abeles,  John  A.  Cenerazzo,  Stephen  F.  Hiu,  Thomas  L.
     Kempner,  Michael G. Kimelman, Sidney R. Knafel, Patrick  F.
     Monahan; and Stein G. Ulve; and (2) the ratification of  the
     appointment   of   Stegman  &  Company  as   the   Company's
     independent auditors for the fiscal year ending December 31,
     2002.

     Results of the voting were as follows:
<TABLE>
<CAPTION>

                                                       Votes                         Broker
                                        Votes          Against or     Votes          Non-
                                        For            Withheld       Abstained      Votes
                                        __________     __________     __________     __________
     <S>                                <C>            <C>            <C>            <C>
     (1)  Election of Directors
          Joseph C. Abeles              55,417,268     219,650        ---            ---
          John A. Cenerazzo             55,417,268     219,650        ---            ---
          Stephen F. Hiu                55,417,268     219,650        ---            ---
          Thomas L. Kempner             55,417,268     219,650        ---            ---
          Michael G. Kimelman           55,417,268     219,650        ---            ---
          Sidney R. Knafel              55,417,268     219,650        ---            ---
          Patrick F. Monahan            55,417,268     219,650        ---            ---
          Stein G. Ulve                 55,417,268     219,650        ---            ---

      (2)  Ratification of Auditors     55,394,368     171,200        71,350         ---

</TABLE>




                                -20-

                     IGENE Biotechnology, Inc.

                             PART II
                        OTHER INFORMATION
                           (continued)

Item 5.  Other Information

     In  August  of 2002, Joseph C. Abeles and John A.  Cenerazzo
     tendered  their resignations from their respective positions
     on the board, effective immediately.


Item 6.  Exhibits and Reports on Form 8-K


     (a)  Exhibits


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

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

     (b)  Reports on Form 8-K

          On  November  13,  2002  Igene filed  an  amendment  to
          current  report  on  Form 8-K  filed  January  4,  2002
          containing the audited financial statements  of  ProBio
          Nutraceuticals relating to Igene's purchase of ProBio.
































                              -21-

                           SIGNATURES


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



                               IGENE Biotechnology, Inc.
                               _______________________________
                               (Registrant)


Date:  March 31, 2003          By:  /s/STEPHEN F. HIU
                                   ___________________________
                                       STEPHEN F. HIU
                                       President




Date:  March 31, 2003          By: /s/EDWARD J. WEISBERGER
                                   ___________________________
                                      EDWARD J. WEISBERGER
                                      Chief Financial Officer




































                                -22-

I, Stephen F. Hiu, certify that:

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

2.   Based  on  my  knowledge,  this quarterly  report  does  not
     contain  any  untrue statement of a material fact or omit to
     state a material fact necessary to make the statements made,
     in  light  of  the circumstances under which such statements
     were made, not misleading with respect to the period covered
     by this quarterly report;

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

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

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

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

Date: March 31, 2003

/s/ STEPHEN F. HIU
____________________
    STEPHEN F. HIU
    President













                              -23-

I, Edward J. Weisberger, certify that:

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

2.   Based  on  my  knowledge,  this quarterly  report  does  not
     contain  any untrue statement of a material fact or omit  to
     state a material fact necessary to make the statements made,
     in  light  of the circumstances under which such  statements
     were made, not misleading with respect to the period covered
     by this quarterly report;

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

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

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

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

Date: March 31, 2003

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













                              -24-