U.S. SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549
                            FORM 10-QSB/A
                           (Amendment #1)

(Mark One)

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

            For the quarterly period ended March 31, 2007

[ ]  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    [ ]

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

Check  whether  the  registrant  filed  all documents and reports
required  to  be filed by Section 12, 13 or 15(d) of the Exchange
Act after  the  distribution of securities under a plan confirmed
by a court.

Yes   [ ]          No    [ ]

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

109,437,072  shares  of  common  stock,  par  value  $.01,  as of
_________________________________________________________________
December 11, 2007.
__________________

Transitional Small Business Disclosure Format (check one):

Yes   [ ]         No    [x]
<PAGE>
Explanatory Note:

The purpose of this Form 10QSB/A is to amend the Quarterly Report  on
Form  10-QSB  (the "Form 10-QSB") of Igene Biotechnology,  Inc.  (the
"Company" or "Registrant")  for  its quarter ended March 31, 2007, as
filed  with the Securities and Exchange Commission on May  14,  2007.
The  Company  historically  when valuing the  shares  underlying  the
warrants of the Company, has applied a discount to the value  of  the
shares  based on the illiquidity of the shares, applying such  things
as  blockage  discounts to the value of the  shares.   Based  on  the
application  of  illiquidity discounts the Company  felt  it  was  an
immaterial  adjustment to record a valuation to the shares underlying
the  warrants.   The  Company  has determined  to  value  the  shares
underlying  the  warrants from time to time in  connection  with  the
Company's  issuance  of  promissory notes and convertible  debentures
using   a  Black  Scholes  model  and  ignoring  any  discounts   for
illiquidity of shares or blockage discounts.

The  Company  has  historically  reported  the  warrants  issued   in
connection with the Notes as having zero value and has not recognized
any discount on the Notes but rather recorded the full face value  of
the Notes as Long Term Debt in its consolidated financial statements.
Using  the  Black Scholes model of valuation, the warrants  would  be
valued with a corresponding amount of original issue discount on  the
Notes.  The amortization of this discount over the term of the  Notes
has  required  the  Registrant to revise its  Condensed  Consolidated
Financial Statements and the accompanying notes thereto in order  to,
among  other  things,  reflect  an increase  in  Additional  Paid  in
Capital,  a  decrease in Long Term Debt, an increase  in  Accumulated
Deficit, an increase in Interest Expense and an increase in Net  Loss
and  Net Loss per Common Share, for the three months ended March  31,
2007  and  2006, as shown in the Registrant's Condensed  Consolidated
Financial Statements and accompanying notes included in this  amended
form 10-QSB.

For  the convenience of the reader, this Form 10-QSB/A sets forth the
Form  10-QSB originally filed with the SEC on May 14, 2007 (the "Form
10-QSB")  in  its entirety.  However, this Form 10-QSB/A only  amends
certain  limited  statements  of the  Form  10-QSB,  and  amends  and
restates  the  Registrant's  2007  and  2006  Condensed  Consolidated
Financial Statements previously filed with the Form 10-QSB,  in  each
case,  solely  as  a result of, and to reflect the changes  described
above  relating  to the valuation of the warrants and  the  resulting
original issue discount, and no other information in the Form  10-QSB
is  amended  hereby.  The foregoing items have not  been  updated  to
reflect other events occurring after the original filing date of  the
Form  10-QSB  or  to modify or update those disclosures  affected  by
subsequent events.

Except   for  the  foregoing  amended  information  and  except   for
information  provided on the cover page hereto,  this  Form  10-QSB/A
continues to speak as of the original filing date of the Form 10-QSB,
and  the  Company has not updated the disclosure contained herein  to
reflect events that occurred at a later date.  Other events occurring
after the filing of the Form 10-QSB or other disclosures necessary to
reflect  subsequent events are addressed, or will  be  addressed,  in
subsequent filings with the SEC.


<PAGE>

                            FORM 10-QSB/A
                      IGENE Biotechnology, Inc.


                               INDEX



PART I    -     FINANCIAL INFORMATION

                                                                 Page

Condensed Consolidated Balance Sheets .........................     6

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

Condensed Consolidated Statements of Stockholders' Deficiency .     8

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

Notes to Condensed Consolidated Financial Statements .......... 10-18

Management's Discussion and Analysis of Financial
Conditions and Results of Operations .......................... 19-24

Controls and Procedures ....................................... 23-24

PART II   -     OTHER INFORMATION ............................. 25-26

SIGNATURES ....................................................    27

EXHIBIT INDEX .................................................    28

<PAGE>

                      IGENE BIOTECHNOLOGY, INC.

             QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

               OF THE SECURITIES EXCHANGE ACT OF 1934

<PAGE>

                               PART I

                        FINANCIAL INFORMATION

<PAGE>

<TABLE>
<CAPTION>
                            IGENE Biotechnology, Inc.  and Subsidiary
                              Condensed Consolidated Balance Sheets
                                            (Restated)


                                                                 March 31,     December 31,
                                                                      2007             2006
                                                              ____________     ____________
                                                               (Unaudited)         (Note 1)
<S>                                                           <C>              <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                   $     4,198      $    21,786
  Prepaid expenses and other current assets                         9,833           14,093
                                                              ____________     ____________
     TOTAL CURRENT ASSETS                                          14,031           35,879

  Property and equipment, net                                      28,898           33,571
  Investment in and advances to unconsolidated joint venture          ---              ---
  Other assets                                                      5,125            5,125
                                                              ____________     ____________
     TOTAL ASSETS                                             $    48,054      $    74,575
                                                              ============     ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                       $   131,035      $   210,424
  Convertible debenture                                               ---          705,000
  Accrued interest                                                    ---           46,570
                                                              ____________     ____________

     TOTAL CURRENT LIABILITIES                                    131,035          961,994

LONG-TERM DEBT
  Notes payable (Net of unamortized discount)                   3,872,778        3,615,889
  Convertible debentures (Net of unamortized discount)          2,960,249        2,103,444
  Accrued interest                                              5,822,201        5,655,830

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative,
  convertible, voting, series A, $.01 par value per share.
  Stated value was $19.84 and $19.68, respectively.
  Authorized 1,312,500 shares, issued and outstanding 11,134.
  Redemption amount $220,899                                      220,899          219,117
                                                              ____________     ____________

     TOTAL LIABILITIES                                         13,007,162       12,556,274
                                                              ____________     ____________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock --- $.01 par value per share. Authorized
  750,000,000 shares; issued and outstanding 109,337,072
  shares.                                                       1,093,371        1,093,371
  Additional paid-in capital                                   33,265,687       33,265,687
  Accumulated deficit                                         (47,318,166)     (46,840,757)
                                                              ____________     ____________

     TOTAL STOCKHOLDERS' DEFICIENCY                           (12,959,108)     (12,481,699)
                                                              ____________     ____________

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY           $    48,054      $    74,575
                                                              ============     ============

</TABLE>

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


                               -6-
<TABLE>
<CAPTION>
                       IGENE Biotechnology, Inc. and Subsidiary
                    Condensed Consolidated Statements of Operations
                                      (Unaudited)
                                      (Restated)


                                                                   Three months ended
                                                              _____________________________
                                                                 March 31,        March 31,
                                                                     2007             2006
                                                              ____________     ____________
<S>                                                           <C>              <C>
RECOUPMENT OF LOSS (EQUITY IN LOSS) OF JOINT VENTURE          $    58,956      $  (189,902)
                                                              ____________     ____________
OPERATING EXPENSES
__________________
  Marketing and selling                                             1,892           42,811
  Research, development and pilot plant                           252,114          208,649
  General and administrative                                      202,913          224,783
  Less operating expenses reimbursed by Joint Venture            (445,044)        (399,943)
                                                              ____________     ____________

     TOTAL OPERATING EXPENSES                                      11,875           76,300
                                                              ____________     ____________

     OPERATING PROFIT (LOSS)                                       47,081         (266,202)
                                                              ____________     ____________

OTHER INCOME                                                        6,382              ---

INTEREST EXPENSE (including amortization of debt discount
     of $351,694 and $221,054, respectively)                     (530,872)        (427,453)
                                                              ____________     ____________

     NET LOSS                                                 $  (477,409)     $  (693,655)
                                                              ============     ============

BASIC AND DILUTED NET LOSS PER COMMON SHARE                   $     (0.00)     $     (0.01)
                                                              ============     ============


</TABLE>


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


                               -7-
<TABLE>
<CAPTION>
                                            IGENE Biotechnology, Inc. and Subsidiary
                                 Condensed Consolidated Statements of Stockholders' Deficiency
                                                          (Unaudited)
                                                          (Restated)



                                                                               Additional                               Total
                                                  Common Stock                  Paid-in           Accumulated        Stockholders'
                                                 (shares/amount)                Capital             Deficit           Deficiency
                                           ____________________________     _______________     _______________     _______________
<S>                                        <C>                              <C>                 <C>
Balance at January 1, 2007                  109,337,072   $  1,093,371      $   33,265,687      $  (46,840,757)     $  (12,481,699)

Net loss for the three months ended
  March 31, 2007                                    ---            ---                 ---            (477,409)           (477,409)
                                           _____________  _____________     _______________     _______________     _______________
Balance at March 31, 2007                   109,337,072   $  1,093,371      $   33,265,687      $  (47,318,166)     $  (12,959,108)
                                           =============  =============     ===============     ===============     ===============

</TABLE>


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

                               -8-

<TABLE>
<CAPTION>
                      IGENE Biotechnology, Inc. and Subsidiary
             Condensed Consolidated Statements of Cash Flows (Restated)
                                     (Unaudited)


                                                                       Three months ended
                                                                 _____________________________
                                                                   March 31,         March 31,
                                                                        2007              2006
                                                                 ____________     ____________
<S>                                                              <C>              <C>
Cash flows from operating activities
   Net loss                                                      $  (477,409)     $  (693,655)
   Adjustments to reconcile net loss to net cash provided
   (used) by operating activities:
     Amortization of debt discount                                   351,694          221,054
     Depreciation                                                      4,673            4,673
     Increase in preferred stock for cumulative dividend
     classified as interest                                            1,781            2,961
     Manufacturing cost paid in shares of common stock                   ---           30,360
     (Recoupment of payment) Equity in loss of joint venture         (58,956)         189,902
     Decrease (increase) in:
       Accounts receivable                                               ---           10,312
       Prepaid expenses and other current assets                       4,260           12,083
     Increase (decrease) in
       Accounts payable and accrued expenses                          40,413          224,664
                                                                 ____________     ____________
       Net cash provided by (used in) operating activities          (133,544)           2,354
                                                                 ____________     ____________
Cash flows from investing activities
     Recoupment of payment (advances) to Joint Venture                58,956         (189,902)
                                                                 ____________     ____________
       Net cash provided by (used in) investing activities            58,956         (189,902)
                                                                 ____________     ____________
Cash flows from financing activities
   Proceeds from issuance of convertible debentures                  762,000              ---
   Repayment of convertible debentures                              (705,000)             ---
   Proceeds from exercise of warrants                                    ---              788
   Bank overdraft                                                        ---           61,715
   Proceeds from exercise of employee stock options                      ---            5,300
                                                                 ____________     ____________
       Net cash provided by financing activities                      57,000           67,803
                                                                 ____________     ____________
       Net  decrease in cash and cash equivalents                    (17,588)        (119,745)

       Cash and cash equivalents at beginning of period               21,786          119,745
                                                                 ____________     ____________
       Cash and cash equivalents at end of period                $     4,198      $         0
                                                                 ============     ============

Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                           $    57,637      $       ---
Cash paid for income taxes                                               ---              ---

See Note (4) for non-cash investing and financing activities.

</TABLE>

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

                               -9-

            IGENE Biotechnology, Inc. and Subsidiary
      Notes to Condensed Consolidated Financial Statements

(1)  Unaudited consolidated financial statements

     The   March   31,  2007  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-QSB  should  be
     read  in conjunction with Igene's restated Annual Report  on
     Form  10-KSB/A  for the year ended December 31,  2006.   The
     December 31, 2006 consolidated balance sheet is derived from
     the audited balance sheet included therein.

(2)  Nature of Operations

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

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

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

(3)  Uncertainty

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $47,318,000  from  inception  to
     March 31, 2007 and as of March 31, 2007, Igene's liabilities
     exceeded  its  assets by approximately  $12,959,000.   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 in Subsequent Event (note 11) as of October 31,
     2007 Igene has terminated its relationship  with  the  Joint
     Venture with Tate &  Lyle.   Igene  maintains  the  saleable
     inventory after the  termination  of the relationship and is
     currently reviewing alternatives  for a future manufacturing
     alternative.    In  the interim Igene will sell the existing
     inventory  in  order  to  maintain  its  relationship   with
     customers and use these funds to cover expenses.


                              -10-

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


(4)  Noncash investing and financing activities

     During  the three months ended March 31, 2007 and 2006,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred stock accumulating at $.16  per  share
     aggregating to $1,781 and $2,961, respectively.

     During  the  three  months  ended March  31,  2006,  Fermic,
     Igene's manufacturing agent, earned 545,571 shares of common
     stock  as part of the manufacturing agreement. Fermic earned
     2,250  shares  of  common  stock  for  each  kilogram   pure
     Astaxanthin produced and delivered as part of the agreement.
     The  average  price  was based on the market  value  of  the
     shares  at  the  time the product was produced.    With  the
     distribution in the first quarter of 2006, Fermic has earned
     the 20,000,000 shares in total under the contract.

     The  545,571 shares were earned at an average price of $.056
     per  share.   Through March 31, 2006, all 20,000,000  shares
     had been earned.

(5)  Amendment to Long - Term Liabilities

     Igene   entered  into  Convertible  Promissory  Notes   (the
     "Convertible Notes") with each of the following note holders
     for  the  following  respective  amounts  (a)  NorInnova  AS
     (formerly  Forskningsparken I Tromso AS) for  $106,500;  (b)
     Knut  Gjernes  for  $7,500;  (c)  Magne  Russ  Simenson  for
     $278,000; and (d) Nord Invest AS for $313,000.  Each of  the
     Convertible Notes had a maturity date of November  1,  2004.
     On  November 18, 2005, each of the Convertible Note  Holders
     provided Igene with written notice of default under each  of
     the Convertible Notes.

     On  November 29, 2006, the Convertible Note holders filed  a
     complaint against the Company in the Circuit Court of Howard
     County,  Maryland seeking payment of all outstanding amounts
     due under the Convertible Notes, the "Notes Litigation".  On
     February  23,  2007, the Company paid $762,638, representing
     the  full  amount due including interest, to the Convertible
     Note  holders  as settlement of all claims  related  to  the
     Notes   Litigation.   The  complaint  was   dismissed   with
     prejudice on March 6, 2007.

     In  an  attempt to settle the matter, the Note holders  were
     offered  the  ability to extend the notes they  held  for  a
     period  of  ten  years  at  an interest  rate  of  5%.   The
     conversion would be changed from the original debenture rate
     of  $.10 (ten cents) per share to the current market rate of
     $.02 (two cents) per share.  They rejected the offer.

     The  funds  to settle the Notes Litigation were provided  by
     Igene's  directors  using the terms  offered  above  to  the
     debenture  holders.  On February 15, 2007, Igene issued  and
     sold   $762,000  in  aggregate  principal   amount   of   5%
     convertible  debentures, 50% each to  certain  directors  of
     Igene.   These  debentures are convertible  into  shares  of
     Igene's  common stock at $.02 per share based on  the  offer
     made  to the original debenture holders as the market  price
     of Igene's shares at the time the debentures were agreed to.
     These  debentures, if not converted earlier, become  due  on
     February 15, 2017.

(6)  Joint Venture

     On  March 18, 2003, the Company entered into a Joint Venture
     Agreement  with  Tate  &  Lyle  Fermentation  Products  Ltd.
     ("Tate").    Pursuant  to  a  Joint  Venture Agreement,  the
     Company and Tate agreed to form a joint venture (the  "Joint
     Venture")  to  manufacture, market and sell astaxanthin  and
     derivative products throughout the world for all uses  other
     than  as  a  nutraceutical  or otherwise  for  direct  human
     consumption.  Tate contributed $24,600,000 in  cash  to  the
     Joint  Venture, while the Company transferred to  the  Joint
     Venture  its  technology  relating  to  the  production   of
     astaxanthin   and  assets  related  thereto.  These   assets
     continue    to  be  used  by the Joint Venture in  the  same
     manner as historically used by the Company.



                              -11-

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


     The  Company and Tate each have a 50% ownership interest  in
     the  Joint Venture and equal representation on the Board  of
     Directors  of the Joint Venture.  The value of the Company's
     initial investment in the Joint Venture has been recorded at
     an  amount equal to Igene's historical book value.   As  the
     cost  of  the Company's technology and intellectual property
     has  been  previously expensed and had a carrying amount  of
     zero,  the  investment in the Joint Venture  was  originally
     recorded with a book value of $316,869, which represents the
     unamortized  production  costs  contributed  to  the   Joint
     Venture.  The Company also contributed $6,000 to the capital
     of the Joint Venture.

     Production utilizes Tate's fermentation capability  together
     with  the  unique  technology developed by  Igene.  Part  of
     Tate's  existing  Selby, England, citric acid  facility  was
     modified  to  produce up to 1,500 tons  per  annum  of  this
     astaxanthin.  Tate's investment of approximately $25 million
     includes certain of its facility assets previously  used  in
     citric  acid  production.  Sales and cost of sales  activity
     are   now   recorded  as  part  of  the  earnings   of   the
     unconsolidated venture.

     As  a result of the Joint Venture, the production, sales and
     marketing   of   astaxanthin   now   take   place   in   the
     unconsolidated Joint Venture.  From inception on  March  18,
     2003 through March 31, 2007, the Joint Venture's results  of
     operations  included  the  following:   Gross  profit   from
     inception   was   a  negative  $19,763,827   on   sales   of
     $31,353,167,   less  manufacturing  cost   of   $51,116,994.
     Selling   and  general  and  administrative  expenses   were
     $14,302,539,  and  interest  expense  was  $4,244,994.   The
     resulting loss for such period was $38,311,360.  Igene's 50%
     portion  of the Joint Venture loss was $19,155,680 for  such
     period.

     Because the Company accounts for its investment in the Joint
     Venture  under  the  equity method of accounting,  it  would
     ordinarily  recognize  a loss representing  its  50%  equity
     interest in the loss of the Joint Venture or the amount that
     is  guaranteed by the Company, if any.  However,  losses  in
     the  Joint Venture are recognized only to the extent of  the
     investment in and advances to the Joint Venture.  Losses  in
     excess of this amount are suspended from recognition in  the
     financial  statements  and  are carried  forward  to  offset
     Igene's share of the Joint Venture's future income, if any.

     On  June  15, 2005, the Company executed a limited guarantee
     for  one of the debt obligations of the Joint Venture  owing
     to  the  Royal  Bank of Scotland.  Under the  terms  of  the
     limited  guarantee, the company agreed to  guarantee  up  to
     4,200,000 British pounds sterling.  The Company subsequently
     entered  into an agreement with Tate & Lyle (the  other  50%
     partner  in  the  Joint Venture) where by Tate  &  Lyle  has
     agreed  to  arrange  funds for the  Joint  Venture,  without
     recourse to The Company, until the Joint Venture produces  a
     regular  monthly cash flow, as defined, for four consecutive
     months.    As of May 1, 2007, the Joint Venture had not  met
     the  cash  flow requirements.  The Company has  subsequently
     been released from the guarantee by the bank.

     At  March 31, 2007, prior to the recognition of its  portion
     of  the Joint Venture loss, Igene's investment in the  Joint
     Venture  consisted of $322,869 and its net advances  to  the
     Joint  Venture  amounted  to  $1,110,156,  for  a  total  of
     $1,433,025.  Through the year ended December 31, 2006, Igene
     recognized  $1,491,981 of its share of a  $15,922,400  loss.
     The  remainder  of $14,430,419, was suspended  and  will  be
     carried forward to offset Igene's share of earnings from the
     Joint  Venture, if any.  During the quarter ended March  31,
     2007  the  balance  of  funds due to Igene  from  the  Joint
     Venture  was reduced through repayments to Igene.  This  net
     repayment totaled $58,956, and is treated as a recoupment of
     prior loss.  In addition the JV incurred an additional  loss
     of $6,466,560, Igene's 50% share of this was $3,233,280, the
     combination  increased  the suspended  loss  by  $3,292,236,
     during  the quarter ended March 31, 2007.  This brought  the
     March  31, 2007 suspended loss to $17,722,655.  The  balance
     in  the  advances to and investment in Joint Venture account
     on  the Company's financial statements is zero at March  31,
     2007.



                              -12-

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


     On  March 29th , 2007 the Company was informed by their  50%
     partner  in  the  Joint Venture, Tate and  Lyle,  that  they
     determined to write down their portion of the investment  in
     the  Joint  Venture.   There has been no  impairment  charge
     reflected  by  the  Joint Venture in the enclosed  financial
     statements   as  they  have  not  completed   their   annual
     impairment assessment as of March 31, 2007.

     The following schedules display certain account balances  of
     the  Joint Venture as of March 31, 2007 and the period since
     initial investment at March 18, 2003 (inception):

<TABLE>
<CAPTION>

                                                              March 31,
                                                                  2007
                                                          _____________
     <S>                                                  <C>
     ASSETS
     CURRENT ASSETS
        Cash and cash equivalents                         $  1,042,000
        Accounts Receivable                                  4,229,000
        Inventories                                         10,491,000
                                                          _____________
                                                            15,762,000

     OTHER ASSETS
        Property, plant and equipment, net                  20,053,000
        Intangibles                                         24,614,000
                                                          _____________
             TOTAL ASSETS                                 $ 60,429,000
                                                          =============
     LIABILITIES AND EQUITY
     CURRENT LIABILITIES
        Accounts payable and accrued expenses             $ 35,211,000
        Working capital loan                                11,812,000
                                                          _____________
             TOTAL CURRENT LIABILITIES                      47,023,000
        Equity                                              13,406,000
                                                          _____________
             TOTAL LIABILITIES AND EQUITY                 $ 60,429,000
                                                          =============
</TABLE>
<TABLE>
<CAPTION>

                                                           Period from
                                                          March 18, 2003
                                                     (initial investment) to
                                                          March 31, 2007
                                                     _______________________
     <S>                                             <C>
     Net Sales                                            $ 31,353,167
     Less: manufacturing cost                              (51,116,994)
                                                          _____________
     Gross Profit (Loss)                                   (19,763,827)
     Less: selling, general and administrative             (14,302,539)
                                                          _____________
     Operating Loss                                        (34,066,366)
     Interest Expense                                       (4,244,994)
                                                          _____________
     Net Loss                                             $(38,311,360)
                                                          =============
     Igene's 50% equity interest in the net loss          $(19,155,680)
     Igene's Investment in and Advances
     to the Joint Venture                                   (1,433,025)
                                                          _____________
     Igene's suspended loss                               $(17,722,655)
                                                          =============

</TABLE>
                              -13-

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


<TABLE>
<CAPTION>

                                                       Quarter ended       Quarter ended
                                                      March  31, 2007     March  31, 2006
                                                      _______________     _______________
     <S>                                              <C>                 <C>
     Net Sales                                        $    3,580,288      $    3,190,139
     Less: manufacturing cost                             (8,178,136)         (3,348,894)
                                                      _______________     _______________
     Gross Profit (Loss)                                  (4,597,848)           (158,755)
     Less: selling, general and administrative            (1,212,252)         (1,104,719)
                                                      _______________     _______________
     Operating Loss                                       (5,810,100)         (1,263,474)
     Interest Expense                                       (656,460)           (700,900)
                                                      _______________     _______________
     Net Loss before taxes                                (6,466,560)         (1,964,374)
     Tax Expense                                                 ---          (1,205,900)
                                                      _______________     _______________
     Net Loss before taxes                            $   (6,466,560)     $   (3,170,274)
                                                      ===============     ===============
     Igene's 50% equity interest in the net loss      $   (3,233,280)     $   (1,585,137)
     Igene's additional Recoupment from (Investment
       in and Advances to) the Joint Venture                  58,956            (189,902)
                                                      _______________     _______________
          Igene's incremental suspended loss          $   (3,292,236)     $   (1,395,235)
                                                      ===============     ===============
</TABLE>


(7)  Stockholders' Deficiency

     As  of  March  31,  2007, 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, 2007, 72,232,334 shares of authorized  but
     unissued  common  stock were reserved for  distribution  and
     exercise  pursuant  to the Company's Employee  Stock  Option
     Plans.

     As  of  March 31, 2007, 23,421,273 shares of authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding  convertible promissory notes held by  directors
     of the Company in the aggregate amount of 1,082,500.

     As  of  March 31, 2007, 66,427,651 shares of authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding  convertible promissory notes held by  directors
     of the Company.

     As  of  March  31, 2007 38,250,000 shares of authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding convertible promissory notes issued as  part  of
     the settlement of the ProBio notes.

     As  of March 31, 2007, 205,261,073 shares of authorized  but
     unissued  common  stock were reserved for  the  exercise  of
     outstanding warrants.

 (8) Basic and diluted net loss per common share

     Basic  and diluted net loss per common share for the  three-
     month  periods ended March 31, 2007 and 2006  are  based  on
     109,337,072  and  107,561,565,  respectively,  of   weighted
     average  common shares outstanding.  No adjustment has  been
     made  for  any common stock equivalents outstanding  because
     their  effects would be antidilutive.  As of March 31,  2007
     and  2006,  potentially dilutive shares totaled  405,614,599
     and 380,841,782, respectively.



                              -14-

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


(9)  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.

(10) Recent Accounting Pronouncements

     In  September 2006, the Financial Accounting Standards Board
     issued  Statement  of Financial Accounting Standards  Number
     157  - Fair Value Measurements ("SFAS157"). SFAS 157 defines
     fair value, establishes a framework for measuring fair value
     in  generally  accepted accounting principles ("GAAP"),  and
     expands disclosures about fair value measurements.

     Prior to SFAS 157, there were different definitions of  fair
     value and limited guidance for applying those definitions in
     GAAP.  Moreover, that guidance was dispersed among the  many
     accounting   pronouncements   that   require   fair    value
     measurements. SFAS 157 clarifies that the exchange price  is
     the   price   in  an  orderly  transaction  between   market
     participants to sell the asset or transfer the liability  in
     the  market in which the reporting entity would transact for
     the  asset  or  liability, that is, the  principal  or  most
     advantageous market for the asset or liability.  SFAS 157 is
     effective  for financial statements issued for fiscal  years
     beginning  after  November  15, 2007,  and  interim  periods
     within   those  fiscal  years.  The  Company  is   currently
     evaluating  the impact, if any, that SFAS 157 will  have  on
     its  financial  position, results  of  operations  and  cash
     flows.

     In  June  2006,  the  Financial Accounting  Standards  Board
     ("FASB")   issued   Financial  Accounting  Standards   Board
     Interpretation  ("FIN") No. 48, "Accounting for  Uncertainty
     in   Income   Taxes-an  interpretation  of  FASB   Statement
     No.  109." FIN No. 48 provides a comprehensive model for the
     recognition,  measurement and disclosure  in  the  financial
     statements  of uncertain tax positions taken or expected  to
     be  taken  on a tax return. The Company adopted FIN  No.  48
     effective January 1, 2007.  The interpretation had no impact
     on  financial position, results of operations, earnings  per
     share, or cash flows.

     In  September  2006, the Securities and Exchange  Commission
     issued  SAB No. 108, "Considering the Effects of Prior  Year
     Misstatements when Quantifying Misstatements in Current Year
     Financial  Statements." SAB No. 108 was  issued  to  address
     diversity  in  practice in quantifying  financial  statement
     misstatements. Current practice allows for the evaluation of
     materiality on the basis of either (1) the error  quantified
     as the amount by which the current year income statement was
     misstated  ("rollover method") or (2) the  cumulative  error
     quantified  as  the cumulative amount by which  the  current
     year  balance  sheet was misstated ("iron curtain  method").
     The guidance provided in SAB 108 requires both methods to be
     used  in  evaluating  materiality  ("dual  approach").   SAB
     No.  108 permits companies to initially apply its provisions
     either by (1) restating prior financial statements as if the
     dual  approach  had  always been used or (2)  recording  the
     cumulative effect of initially applying the "dual  approach"
     as   adjustments  to  the  carrying  values  of  assets  and
     liabilities  as  of  January  1,  2006  with  an  offsetting
     adjustment  recorded  to  the opening  balance  of  retained
     earnings.  There  were no matters warranting  the  Company's
     consideration  under  the provisions of  SAB  No.  108  and,
     therefore,  it  did  not  have an impact  on  the  Company's
     financial  position,  results of  operations,  earnings  per
     share or cash flows.

                              -15-

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


     In  February 2007, the FASB issued SFAS No. 159,  "The  Fair
     Value    Option   for   Financial   Assets   and   Financial
     Liabilities-Including  an  Amendment   of   FASB   Statement
     No.  115."  This  Standard  allows entities  to  voluntarily
     choose,  at  specified  election  dates,  to  measure   many
     financial  assets  and  financial liabilities  (as  well  as
     certain   nonfinancial  instruments  that  are  similar   to
     financial instruments) at fair value. The election  is  made
     on  an instrument-by-instrument basis and is irrevocable. If
     the  fair  value  option is elected for an  instrument,  the
     Statement  specifies  that all subsequent  changes  in  fair
     value  for  that instrument shall be reported  in  earnings.
     SFAS  No. 159 is effective beginning on January 1, 2008.  We
     are  currently evaluating the impact this new Standard could
     have on our financial position and results of operations.

(11) Subsequent Event

     On  October  31,  2007,  Igene   Biotechnology,  Inc.   (the
     "Company")  and  Tate  &  Lyle  Fermentation  Products  Ltd.
     ("T&L")   entered   into   a   Separation   Agreement   (the
     "Agreement") pursuant to which the Joint  Venture  Agreement
     dated  March 19, 2003, as amended,   between   the   parties
     (the   "Joint   Venture")  was terminated.   As  part of the
     Agreement, the Company sold to T&L  its  50% interest in the
     joint venture and  the joint venture sold to the Company its
     intellectual  property,  inventory  and  certain assets  and
     lab  equipment utilized  by the Joint Venture.  The purchase
     price  paid  by  T&L  to  the  Company  for its 50% interest
     was 50% of the Joint Venture's  net  working  capital.   The
     purchase price  paid  by  the  Company for the inventory was
     an  amount equal to  50%  of the joint venture's net working
     capital,  the  assumption  of  various liabilities  and  the
     current  market  price  of  the  inventory,  less  specified
     amounts.    The  purchase price  paid  by  the  Company  for
     the intellectual property was  $1.00.  The  purchase   price
     paid  by  the  Company  for the assets and lab equipment was
     $1,000,000. In addition, the Company agreed to  pay  to  T&L
     an amount equal to 5% of  the Company's gross revenues  from
     the  sale  of  astaxanthin  up  to  a maximum of $5,000,000.
     T&L  agreed for a period  of five years not to engage in the
     astaxanthin business.

..
(12) RESTATEMENT - Quarters ended March 31, 2007 and 2006

     The Company has historically reported the warrants issued in
     connection with the Notes as having zero value and  has  not
     recognized any discount on the Notes but rather recorded the
     full  face  value  of the Notes as Long  Term  Debt  in  its
     consolidated financial statements.  The restatement is based
     on  the  Company's using a Black Scholes model and  ignoring
     any   discounts  for  illiquidity  of  shares  or   blockage
     discounts.   The  warrants are valued with  a  corresponding
     amount  of discount on the Notes.  The amortization of  this
     discount  over  the  term  of the  Notes  has  required  the
     Registrant  to  revise its Condensed Consolidated  Financial
     Statements and the accompanying notes thereto in  order  to,
     among  other things, reflect an increase in Additional  Paid
     in  Capital,  a decrease in Long Term Debt, an  increase  in
     Accumulated Deficit, an increase in Interest Expense and  an
     increase in Net Loss and Net Loss per Common Share, for  the
     quarters  ended  March  31, 2007 and  2006.   The  following
     presents  the  effect of the restatement  on  the  Condensed
     Consolidated Balance Sheet and Income Statements.  There was
     no  change to the cash flows from operations for any of  the
     periods.



                               -16-
            IGENE Biotechnology, Inc. and Subsidiary
      Notes to Condensed Consolidated Financial Statements
                           (continued)

<TABLE>
<CAPTION>

                                                                   Previously
                                                                     Reported                           Restated
                                                                    March 31,                          March 31,
                                                                         2007       Restatement             2007
                                                                 _____________     _____________     _____________
<S>                                                              <C>               <C>               <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                      $      4,198                        $      4,198
  Accounts receivable                                                   3,750                               3,750
  Prepaid expenses and other current assets                             6,083                               6,083
                                                                 _____________                       _____________
  TOTAL CURRENT ASSETS                                                 14,031                              14,031

  Property and equipment, net                                          28,898                              28,898
  Investment in and advances to unconsolidated joint venture              ---                                 ---
  Other assets                                                          5,125                               5,125

  TOTAL ASSETS                                                   $     48,054                        $     48,054
                                                                 =============                       =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                          $    131,035                        $    131,035
                                                                 _____________                       _____________
  TOTAL CURRENT LIABILITIES                                           131,035                             131,035

LONG-TERM DEBT
  Notes payable (Net of discount)                                   5,842,267        (1,969,489)        3,872,778
  Convertible debentures (Net of discount)                          4,576,212        (1,615,963)        2,960,249
  Accrued interest                                                  5,822,201                           5,822,201

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative,
  cumulative convertible, voting, series A, $.01 par value per
  share. Stated value was $19.84.  Authorized 1,312,500 shares,
  issued 11,134                                                       220,899               ---           220,899
                                                                 _____________     _____________     _____________

  TOTAL LIABILITIES                                                16,592,614        (3,585,452)       13,007,162
                                                                 =============     =============     =============
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock --- $.01 par value per share. Authorized
  750,000,000 shares; issued and outstanding 109,337,042.           1,093,371                           1,093,371
  Additional paid-in capital                                       25,659,696         7,605,991        33,265,687
  Accumulated Deficit                                             (43,297,627)       (4,020,539)      (47,318,166)
                                                                 _____________     _____________     _____________
  TOTAL STOCKHOLDERS' DEFICIENCY                                  (16,544,560)        3,585,452       (12,959,108)
                                                                 _____________     _____________     _____________

  TOTAL LIABILITIES AND DEFICIENCY                               $     48,054                        $     48,054
                                                                 =============                       =============

</TABLE>

                              -17-

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

<TABLE>
<CAPTION>

                                                                     Reported                           Restated
                                                                      Quarter                            Quarter
                                                                    March 31,                          March 31,
                                                                         2007       Restatement             2007
                                                                 _____________     _____________     _____________
<S>                                                              <C>               <C>               <C>
RECOUPMENT OF LOSS OF JOINT VENTURE                              $     58,956                        $     58,956
                                                                 _____________                       _____________
OPERATING EXPENSES
__________________
  Marketing and selling                                                 1,892                               1,892
  Research, development and pilot plant                               252,114                             252,114
  General and administrative                                          202,913                             202,913
  Operating expenses reimbursed by Joint Venture                     (445,044)                           (445,044)
                                                                 _____________                       _____________
          TOTAL OPERATING EXPENSES                                     11,875                              11,875
                                                                 _____________                       _____________
          OPERATING PROFIT                                             47,081                              47,081
                                                                 _____________                       _____________
OTHER INCOME                                                            6,382                               6,382

INTEREST EXPENSE
   (including amortization of debt discount of $351,694)             (179,178)         (351,694)         (530,872)
                                                                 _____________     _____________     _____________

NET LOSS                                                         $   (125,715)     $   (351,694)     $   (477,409)
                                                                 =============     =============     =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE                      $      (0.00)     $      (0.00)     $      (0.00)
                                                                 =============     =============     =============
</TABLE>
<TABLE>
<CAPTION>
                                                                     Reported                           Restated
                                                                      Quarter                            Quarter
                                                                    March 31,                          March 31,
                                                                         2006       Restatement             2006
                                                                 _____________     _____________     _____________
<S>                                                              <C>               <C>               <C>
EQUITY IN LOSS OF JOINT VENTURE                                  $   (189,902)                       $   (189,902)

OPERATING EXPENSES
__________________
  Marketing and selling                                                42,811                              42,811
  Research, development and pilot plant                               208,649                             208,649
  General and administrative                                          224,783                             224,783
  Operating expenses reimbursed by Joint Venture                     (399,943)                           (399,943)
                                                                 _____________                       _____________
          TOTAL OPERATING EXPENSES                                     76,300                              76,300

          OPERATING LOSS                                             (266,202)                           (266,202)

INTEREST EXPENSE
   (including amortization of debt discount of $221,054)             (206,399)         (221,054)         (427,453)
                                                                 _____________     _____________     _____________

NET LOSS                                                         $   (472,601)     $   (221,054)     $   (693,655)
                                                                 =============     =============     =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE                      $      (0.00)     $      (0.00)     $      (0.01)
                                                                 =============     =============     =============
</TABLE>


                              -18-
            IGENE Biotechnology, Inc. and Subsidiary
             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.

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 such financial statements and
accompanying notes.  Actual results could differ materially  from
those  estimates.  The following are critical accounting policies
important to our financial condition and results presented in the
financial statements and require management to make judgments and
estimates that are inherently uncertain:

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

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

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

     On  June 15th 2005, the Company executed a limited guarantee
for  one of the debt obligations of the Joint Venture.  Under the
terms  of the limited guarantee, the Company guaranteed repayment
by  the  Joint Venture to the Royal Bank of Scotland of 4,200,000
British  pounds sterling.  The Company subsequently entered  into
an agreement with Tate & Lyle (the other 50% partner in the Joint
Venture)  where Tate & Lyle has agreed to arrange funds  for  the
Joint  Venture, without recourse to the Company until  the  Joint
Venture  produces a regular monthly cash flow,  as  defined,  for
four  consecutive months.  As of May 1, 2007, the  Joint  Venture
had  not  met  the  cash  flow  requirements.   The  Company  has
subsequently been released from the guarantee by the bank.

                              -19-

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


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


Results of Operations
_____________________

Sales and other revenue

     As part  of  the  Joint  Venture agreement,  all  sales  are
recognized through the Joint Venture.  Therefore, Igene  recorded
no  sales  of  AstaXin(R)  since  the  inception  of  the   Joint
Venture on March 18, 2003.

     Management anticipates that the Joint Venture  with  Tate  &
Lyle will provide a more dependable product flow.  However, there
can  be no assurance of the dependability of production, or  that
any  increases in production or sales will occur, or that if they
occur, they will be material.

Cost of sales and gross profit

     As with Sales Revenue, future Cost of Sales and Gross Profit
is  recognized  through the Joint Venture.  As  a  result,  Igene
reported  no  gross  profit  on  sales  of  AstaXin(R)  since the
inception of  the  Joint Venture.  The Company attributes poor or
negative gross profit to a combination of pricing pressure in the
market and inefficiencies in production.  Management expects that
sales and gross profits may continue to be limited by  production
inefficiency  resulting  from process research  and  development.
Management  expects the level of gross profit to improve  in  the
future  as  production  efficiency is  realized  from  the  Joint
Venture  offsetting  pricing  competition,  but  can  provide  no
assurances of future increased production or future profits.

    Additionally no cost of sales were recorded as they are  also
recorded as part of the Joint Venture activity.

Marketing and selling expenses

     For  the  quarters  ended March 31,  2007  and  2006,  Igene
recorded  marketing and selling expense in the amount  of  $1,892
and  $42,811, respectively, a decrease of $40,919 or  96%.   Over
the past year, the majority of the marketing and selling expenses
are  being  incurred  directly by the Joint Venture  rather  than
being incurred by Igene and then reimbursed by the Joint Venture.
It  is  expected that this level of marketing and selling expense
will  be constant as the Joint Venture assumes the marketing  and
sales  function,  based on the current level of  salable  product
currently available.  As a result of the Joint Venture, Igene  is
expecting  an  increase in salable product with  a  corresponding
increase  in  sales costs incurred at the Joint  Venture.   These
expenses  have  been  reimbursed to Igene by the  Joint  Venture.
However, no  assurances  can be made  with  regard  to  increased
production  from  the Joint Venture or the likelihood  of  future
reimbursements.

Research, development and pilot plant expenses

     For  the  quarters  ended March 31,  2007  and  2006,  Igene
recorded research and development costs in the amount of $252,114
and $208,649, respectively, an increase of $43,465 or 21%.  It is
expected  these costs will remain at current increased 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. These costs are currently funded
through  reimbursement from the Joint Venture.  Igene  is  hoping
this  will  lead to an increase in salable product at  a  reduced
cost to the Joint Venture.  However no assurances can be made  in
that  regard  or with respect to future reimbursements  from  the
Joint Venture.


                              -20-

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

Operating expenses

     General  and  administrative expenses for the quarter  ended
March  31, 2007 and 2006 were $202,913 and $224,783 respectively,
a  decrease  of  $21,870 or 10%.   These costs  are  expected  to
remain  constant,  at  the current level.  Igene  works  to  keep
overhead costs at a reduced level and spend funds on research and
development  efforts.   A  portion of  this  cost  is  funded  by
reimbursement  through the Joint Venture and the  remainder  will
need  to  be  funded  through profitable  operations  or  through
contributions  from directors; though neither  of  these  can  be
assured.

Expenses reimbursement by Joint Venture

     As  part  of the Joint Venture agreement, costs incurred  by
Igene related to production, research and development, as well as
those   costs  related  to  the  marketing   of  AstaXin(R),  are
considered   costs  of  the  Joint  Venture  and  therefore   are
reimbursed by the Joint Venture.  For the quarter ended March 31,
2007,  costs reimbursed  by  the  Joint Venture totaled $445,044.
The costs covered $1,892 of marketing costs, $252,114 of research
and development costs and $191,038 of general and  administrative
costs. For the quarter ended March 31, 2006, costs reimbursed  by
the Joint Venture totaled $399,943.  The costs covered $42,811 of
marketing  costs, $208,649 of research and development costs  and
$148,483 of general and administrative costs.  Igene can  provide
no assurance of future reimbursements.

Interest expense

     Interest  expense for the quarters ended March 31, 2007  and
2006,  was  $530,872 and $427,453, respectively, an  increase  of
$103,419 or 24%.    The interest expense was 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, as well as amortization of discount on
Igene's  notes  and debentures of $351,694 for the quarter  ended
March 31, 2007 and $221,054 for the quarter ended March 31, 2006.

Equity in earnings of unconsolidated Joint Venture

     As  a result of the Joint Venture, the production, sales and
marketing  of  astaxanthin now take place in  the  unconsolidated
Joint  Venture.  From inception on March 18, 2003  through  March
31,  2007, the Joint Venture's results of operations included the
following:    Gross  profit  from  inception   was   a   negative
$19,763,827 on sales of $31,353,167, less manufacturing  cost  of
$51,116,994.   Selling  and general and  administrative  expenses
were  $14,302,539,  and  interest expense  was  $4,244,994.   The
resulting loss was $38,311,360.  Igene's 50% portion of the Joint
Venture loss was $19,155,680.

     Because the Company accounts for its investment in the Joint
Venture   under  the  equity  method  of  accounting,  it   would
ordinarily recognize a loss representing its 50% equity  interest
in the loss of the Joint Venture or the amount that is guaranteed
by the Company, if any.  However, losses in the Joint Venture are
recognized  only to the extent of the investment in and  advances
to  the  Joint  Venture.  Losses in excess  of  this  amount  are
suspended  from recognition in the financial statements  and  are
carried  forward  to offset Igene's share of the Joint  Venture's
future income, if any.

     On  June  15, 2005, the Company executed a limited guarantee
for  one of the debt obligations of the Joint Venture owed to the
Royal   Bank  of  Scotland.   Under  the  terms  of  the  limited
guarantee,  the  Company  agreed to  guarantee  up  to  4,200,000
British  pounds sterling.  The Company subsequently entered  into
an agreement with Tate & Lyle (the other 50% partner in the Joint
Venture)  where Tate & Lyle has agreed to arrange funds  for  the
Joint  Venture,  without recourse to Igene  Biotechnology,  Inc.,
until the Joint Venture produces a regular monthly cash flow,  as
defined,  for four consecutive months.    As of May 1, 2007,  the
Joint  Venture  had  not  met the cash  flow  requirements.   The
Company has subsequently been released from the guarantee by  the
bank.

                              -21-

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

    At March 31, 2007, prior to the recognition of its portion of
the  Joint Venture loss, Igene's investment in the Joint  Venture
consisted  of $322,869 and its net advances to the Joint  Venture
amounted  to $1,110,156, for a total of $1,433,025.  Through  the
year ended December 31, 2006, Igene recognized $1,491,981 of  its
share  of a $15,922,400 loss.  The remainder of $14,430,419,  was
suspended and will be carried forward to offset Igene's share  of
earnings  from  the  Joint Venture, if any.  During  the  quarter
ended  March 31, 2007 the balance of funds due to Igene from  the
Joint  Venture was reduce through repayments to Igene.  This  net
repayment  totaled  $58,956.   This  amount  is  treated   as   a
recoupment  of  prior  loss and added  back  to  the  $14,430,419
suspended  loss.  In addition the JV incurred an additional  loss
of  $6,466,560,  Igene's 50% share of this  was  $3,233,280,  the
combination  increased the suspended loss by  $3,292,236,  during
the  quarter  ended March 31, 2007.  This brought the  March  31,
2007  suspended loss to $17,722,655.  The balance in the advances
to  and  investment  in Joint Venture account  on  the  Company's
financial statements is zero at March 31, 2007.

Net loss and basic and diluted net loss per common share

    As a result of the foregoing, the Company reported net losses
of  $477,409  and $693,655, respectively, for the quarters  ended
March  31,  2007 and 2006, a decrease in the loss of $216,246  or
31%.   This  represents a loss of $0.00 and $0.01 per  basic  and
diluted  common share for the quarters ended March 31,  2007  and
2006,  respectively.  The weighted average number  of  shares  of
common stock outstanding of 109,337,072 and  107,561,566 for  the
quarters  ended  March   31,  2007 and  2006,  respectively,  has
increased by 1,775,506 shares. The increase in outstanding shares
resulted  from primarily from the weighted average adjustment  of
the  issuance  545,569 shares to Igene's manufacturer  under  the
manufacturing  agreement  with Fermic, and  1,000,000  shares  of
common  stock were issued to the Company's new Vice President  of
Manufacturing as part of his agreement in accepting the position.

Financial Position

     During  the  quarters  ended March 31,  2007  and  2006,  in
addition  to  the  matters  previously discussed,  the  following
actions   also   materially  affected  the  Company's   financial
position:

  o  Increases  in  accounts  payable and accrued expense for the
     quarter ended March 31, 2007 of $40,413 was a source of cash,
     in addition to a net decrease in prepaid expense of $4,260;

  o  The  carrying   value  of  redeemable  preferred  stock  was
     increased  and  interest  expense recorded in the amounts of
     $1,781  in  2007,  reflecting cumulative unpaid dividends on
     redeemable preferred stock.

  o  Net  proceeds  of  borrowing  provided  $57,000  in net cash
     provided by financing activities.   These funds were used to
     pay  outstanding  interest in  the  settlement  of the Notes
     Litigation referenced  in Section 4, entitled "Amendment  to
     Long-Term Liabilities."

     In  December  1988, as part of an overall effort to  contain
costs  and  conserve working capital, Igene suspended payment  of
the quarterly dividend on its preferred stock.  Resumption of the
dividend  will  require significant improvements  in  cash  flow.
Unpaid  dividends cumulate for future payment or addition to  the
liquidation  preference  or redemption  value  of  the  preferred
stock.   As  of  March 31, 2007, total dividends  in  arrears  on
Igene's preferred stock total $131,827 ($11.84 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,  2007,
Igene had negative working capital of $117,004, and cash and cash
equivalents  of  $4,198.   Currently  Igene  is  also  funded  by
research  and development and selling, general and administrative
expense reimbursements from the Joint Venture.

     Cash used  by  operating activities during  the  three-month
period ended March 31, 2007 equaled $133,544 versus cash provided
by  operating  activities of $2,354 for  the  three-month  period
ended March 31, 2006.

                              -22-

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

     Cash provided by investing activities during the three-month
period  ended March 31, 2007 equaled $58,956 versus cash used  by
investing activities of $189,902 for the three-month period ended
March 31, 2006.

     Cash provided by financing activities was $57,000 during the
first   quarter  of  2007,  in  settlement  of  the   convertible
debentures and used in payment of interest on those notes.   Cash
provided  by  financing activities was $67,803 during  the  first
quarter of 2006, this was due primarily to employee stock options
exercised and bank overdraft.

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

     The  Company   does  not  believe  that  inflation   had   a
significant  impact  on  its operations  during  the  three-month
periods ended March 31, 2007 and 2006.

Subsequent Event

     On  October  31,  2007,  Igene   Biotechnology,  Inc.   (the
"Company") and  Tate & Lyle  Fermentation  Products  Ltd. ("T&L")
entered   into   a   Separation   Agreement   (the   "Agreement")
pursuant to which the Joint  Venture  Agreement  dated  March 19,
2003, as amended,  between  the  parties  (the  "Joint  Venture")
was terminated.   As  part of the  Agreement, the Company sold to
T&L its  50% interest in the joint venture and  the joint venture
sold to the Company  its  intellectual  property,  inventory  and
certain assets  and lab equipment utilized  by the Joint Venture.
The purchase  price  paid  by  T&L  to  the  Company  for its 50%
interest was 50% of the Joint Venture's net working capital.  The
purchase  price  paid  by  the  Company  for the inventory was an
amount equal to  50%  of the joint venture's net working capital,
the assumption  of  various liabilities  and  the current  market
price of the  inventory,  less  specified  amounts.  The purchase
price  paid  by  the  Company  for  the intellectual property was
$1.00.  The  purchase price paid by  the  Company  for the assets
and lab equipment was $1,000,000. In addition, the Company agreed
to  pay  to  T&L  an  amount  equal  to 5% of the Company's gross
revenues  from  the  sale  of  astaxanthin  up  to  a  maximum of
$5,000,000. T&L  agreed for a period  of five years not to engage
in the astaxanthin business. As a result of the above transaction
Igene will now record  all  sales  activity that had subsequently
been  recorded  by  the  JV  and  will no longer be receiving any
marketing reimbursement.

Controls and Procedures
Item 3

Evaluation of Disclosure Controls and Procedures.  Our management
has  evaluated,  with  the participation of our  Chief  Executive
Officer  and our principal financial and accounting officer,  the
effectiveness  of  our  disclosure controls  and  procedures  (as
defined  in Rule 13a-15(e) under the Securities Exchange  Act  of
1934,  as  amended (the "Exchange Act")) as of  the  end  of  the
fiscal quarter covered by this Quarterly Report on Form 10-QSB/A.
Based  upon the evaluation, the Chief Executive Officer  and  the
principal financial and accounting officer have concluded that as
of  the  end  of  such  fiscal quarter,  our  current  disclosure
controls  and procedures were not effective, because of  material
weaknesses  in  the  internal control  over  financial  reporting
described  below.   We  have taken, and are continuing  to  take,
steps  to address these weaknesses as described below.  With  the
exception  of  such  weaknesses,  however,  the  Chief  Executive
Officer  and  principal financial and accounting officer  believe
that  our current disclosure controls and procedures are adequate
to  ensure  that  information required to  be  disclosed  in  the
reports  we  file under the Exchange Act is recorded,  processed,
summarized and reported on a timely basis.


                               -23-

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


Material Weaknesses and Changes in Internal Controls. During  the
review  of  our financial statements for the three and  six-month
periods  ended June 30, 2007, our current independent  registered
public  accounting  firm  identified as a material  weakness  our
procedure  regarding our internal controls over  the  non-routine
recording  of warrants issued in connection with certain  of  our
debt  obligations.  The procedure of valuation is one  that  that
the  company  has  always followed and has been reported  in  the
company's  previous  audited and unaudited financial  statements.
As  defined  by  the  Public Company Accounting  Oversight  Board
Auditing Standard No. 5, a material weakness is a deficiency or a
combination  of deficiencies, in internal control over  financial
reporting,  such  that there is a reasonable possibility  that  a
material   misstatement  of  the  annual  or  interim   financial
statements  will  not be prevented or detected.  Since  this  was
identified  as  a  material weakness by our  current  independent
registered  public accounting firm in connection with its  review
of  the  financial statements in the June 30, 2007, Form  10-QSB,
the  transactions subject to these issues are correctly accounted
for  and disclosed by us in the financial statements included  in
this Form 10-QSB/A. However, on a going forward basis, management
will  continue  to evaluate our internal controls over  the  non-
routine  recording of warrants issued in connection with  certain
of our debt obligations in order to prevent the recurrence of the
circumstance that resulted in the material weakness identified in
connection  with the review of the financial statements  in  this
Form 10-QSB/A.

There  were no changes in Igene's internal control over financial
reporting identified in connection with our evaluation  of  these
controls during the period covered by this report that could have
significantly affected those controls subsequent to the  date  of
the  evaluation referred to in the previous paragraph,  including
any correction action with regard to significant deficiencies and
material weaknesses.


                               -24-

            IGENE Biotechnology, Inc. and Subsidiary
                             PART II
                        OTHER INFORMATION


Item 1.  Notes Litigation

     On  November 29, 2006, the Convertible Note holders filed  a
complaint  against  the Company in the Circuit  Court  of  Howard
County,  Maryland seeking payment of all outstanding amounts  due
under the Convertible Notes, the "Notes Litigation".  On February
23, 2007, the Company paid $762,638, including interest, the full
amount due, to the Convertible Note holders as settlement of  all
claims  related  to  the  Notes Litigation.   The  complaint  was
dismissed with prejudice on March 6, 2007.

     In  an  attempt to settle the matter, the Note holders  were
offered the ability to extend the notes they held for a period of
ten  years  at an interest rate of 5%.  The conversion  would  be
changed from the original debenture rate of $.10 (ten cents)  per
share  to the current market rate of $.02 (two cents) per  share.
They rejected the offer.

     The  funds  to settle the Notes Litigation were provided  by
Igene's  directors using the terms offered above to the debenture
holders.  On February 15, 2007, Igene issued and sold $762,000 in
aggregate principal amount of 5% convertible debentures, 50% each
to  certain directors of Igene.  These debentures are convertible
into  shares of Igene's common stock at $.02 per share  based  on
the  offer  made to the original debenture holders as the  market
price  of  Igene's shares at the time the debentures were  agreed
to.   These debentures, if not converted earlier, become  due  on
February 15, 2017.


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

Convertible Debentures to Settle Litigation

     The  funds  to settle the Notes Litigation were provided  by
Igene's  directors using the terms offered above to the debenture
holders.  On February 15, 2007, Igene issued and sold $762,000 in
aggregate principal amount of 5% convertible debentures, 50% each
to  certain directors of Igene.  These debentures are convertible
into  shares of Igene's common stock at $.02 per share  based  on
the  offer  made to the original debenture holders as the  market
price  of  Igene's shares at the time the debentures were  agreed
to.   These debentures, if not converted earlier, become  due  on
February  15,  2017.  For more information, see Notes  Litigation
referenced  in  Section 4, entitled "Amendment  to  Long  -  Term
Liabilities."

Limitation on Payment of Dividends

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


Item 3.  Defaults Upon Senior Securities.

     In  December 1988, as part of an overall effort  to  contain
costs and conserve working capital, the Company suspended payment
of  the quarterly dividend on its preferred stock.  Resumption of
the  dividend will require significant improvements in cash flow.
Unpaid  dividends cumulate for future payment or addition to  the
liquidation  preference  or redemption  value  of  the  preferred
stock.   As of March 31, 2007, total dividends in arrears on  the
Company's  preferred stock total $131,827 ($11.84 per share)  and
are  included  in the carrying value of the redeemable  preferred
stock.

                              -25-

            IGENE Biotechnology, Inc. and Subsidiary
                             PART II

                        OTHER INFORMATION
                           (continued)


Item 6.  Exhibits

(a)  Exhibits

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

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

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

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

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

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




                              -26-



                           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    December 11, 2007  By /S/ STEPHEN F. HIU
             _________________     ______________________________
                                       STEPHEN F. HIU
                                       President




     Date    December 11, 2007  By /S/ EDWARD J. WEISBERGER
             _________________     _____________________________
                                       EDWARD J. WEISBERGER
                                       Chief Financial Officer





                                 -27-

                            EXHIBIT INDEX

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

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

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

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

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

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




                                 -28-