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

(Mark One)

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

            For the quarterly period ended March 31, 2005
            _____________________________________________

[ ]     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     [ ]          No      [x]

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

Yes     [ ]          No      [x]

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

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:
106,003,661 shares of common stock, par value $.01, as of February 1,
_____________________________________________________________________
2006.
_____

Transitional Small Business Disclosure Format (check one):

Yes     [ ]          No      [x]

<PAGE>
                             FORM 10-QSB
                      IGENE Biotechnology, Inc.


                                INDEX



PART I    -    FINANCIAL INFORMATION

                                                             Page

     Consolidated Balance Sheets ..........................  5

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

     Consolidated Statements of Stockholders' Deficiency ..  7

     Consolidated Statements of Cash Flows ................  8

     Notes to Consolidated Financial Statements ...........  9-14

     Management's Discussion and Analysis of Financial
     Conditions and Results of Operations .................  15-18

     Controls and Procedures ..............................  19

PART II   -    OTHER INFORMATION ..........................  20

SIGNATURES ................................................  21

EXHIBIT INDEX .............................................  22

<PAGE>

                      IGENE BIOTECHNOLOGY, INC.

             QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

               OF THE SECURITIES EXCHANGE ACT OF 1934
<PAGE>
                               PART I

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

<CAPTION>
                                                                       March 31,     December 31,
                                                                           2005             2004
                                                                    ____________     ____________
                                                                     (Unaudited)
<S>                                                                 <C>              <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                         $    86,377      $   204,248
  Accounts receivable                                                    80,075           79,638
  Prepaid expenses and other current assets                              30,944           10,764
                                                                    ____________     ____________
     TOTAL CURRENT ASSETS                                               197,397          294,650

  Property and equipment, net                                           120,092          124,904
  Loans receivable from manufacturing agent                              70,982           70,982
  Investment in and advances to unconsolidated joint venture                ---              ---
  Other assets                                                            5,125            5,125
                                                                    ____________     ____________
     TOTAL ASSETS                                                   $   393,596      $   495,661
                                                                    ============     ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                             $    64,447      $    78,472
  Convertible debenture                                                 705,000          705,000
  Accrued interest                                                       29,375           11,750
                                                                    ____________     ____________
     TOTAL CURRENT LIABILITIES                                          798,822          795,222

LONG-TERM DEBT
  Notes payable                                                       5,842,267        5,842,267
  Convertible debentures                                              3,814,212        3,814,212
  Accrued interest                                                    4,319,955        4,148,681

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative,
  Convertible, voting, series A, $.01 par value per share.
  Stated value was $18.56 and $18.40, respectively.  Authorized
  1,312,500 shares,issued 18,509                                        343,527          340,566
                                                                    ____________     ____________
          TOTAL LIABILITIES                                          15,118,783       14,940,948
                                                                    ____________     ____________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock --- $.01 par value per share.  Authorized
  750,000,000 shares; issued and outstanding 102,794,142
  and 101,732,453 shares, respectively.                               1,027,942        1,017,325
Additional paid-in capital                                           25,236,268       25,138,748
  Accumulated Deficit                                               (40,989,397)     (40,601,360)
                                                                    ____________     ____________
     TOTAL STOCKHOLDERS' DEFICIENCY                                 (14,725,187)     (14,445,287)
                                                                    ____________     ____________
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 $   393,596      $   495,661
                                                                    ============     ============






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

<CAPTION>
                                                             Three months ended
                                                       _____________________________
                                                         March 31,        March 31,
                                                             2005             2004
                                                       ____________     ____________

<S>                                                    <C>              <C>
EQUITY IN LOSS OF JOINT VENTURE                           (183,093)         (32,316)

OPERATING EXPENSES
__________________

  Marketing and selling                                     48,288           48,022
  Research, development and pilot plant                    166,007          208,410
  General and administrative                               188,908          149,878
  Litigation expense                                           ---           13,080
  Less operating expenses reimbursed by Joint Venture    ( 411,339)        (363,044)
                                                       ____________     ____________

       TOTAL OPERATING EXPENSES                             (8,136)          56,346
                                                       ____________     ____________

       OPERATING LOSS                                     (174,957)         (88,662)
                                                       ____________     ____________

INTEREST EXPENSE                                          (213,080)        (223,961)
                                                       ____________     ____________

       NET LOSS                                        $  (388,037)     $  (312,623)
                                                       ============     ============

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























The accompanying notes are an integral part of the financial statements.
</TABLE>
                               -6-
<TABLE>
                                         IGENE Biotechnology, Inc. and Subsidiary
                                    Consolidated Statements of Stockholders' Deficiency
                                                        (Unaudited)

<CAPTION>
                                                                           Additional                        Total
                                                    Common Stock            Paid-in        Accumulated    Stockholders'
                                                   (shares/amount)          Capital          Deficit       Deficiency
                                             __________________________   _____________   _____________   _____________
<S>                                          <C>           <C>            <C>             <C>             <C>
Balance at January 1, 2004                    92,747,469   $   927,475    $ 22,556,553    $(39,291,395)   $(15,807,367)

Employee stock option exercise                   300,000         3,000          15,500             ---          18,500

Shares issued for manufacturing Agreement        675,300         6,753          81,502             ---          88,255

Net loss for the three months ended
  March 31, 2004                                     ---           ---             ---        (312,623)       (312,623)
                                             ____________  ____________   _____________   _____________   _____________

Balance at March 31, 2004                     93,722,769   $   937,228    $ 22,653,555    $(39,604,018)   $(16,013,235)
                                             ============  ============   =============   =============   =============

Balance at January 1, 2005                   101,732,453   $ 1,017,325    $ 25,138,748    $(40,601,360)   $(14,445,287)

Shares issued for manufacturing Agreement      1,061,689        10,617          97,520             ---         108,137

Net loss for the three months ended
  March 31, 2005                                     ---           ---             ---        (388,037)       (388,037)
                                             ____________  ____________   _____________   _____________   _____________

Balance at March 31, 2005                    102,794,142   $ 1,027,942    $ 25,236,268    $(40,989,397)   $(14,725,187)
                                             ============  ============   =============   =============   =============





























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

                               -7-
<TABLE>
                         IGENE Biotechnology, Inc. and Subsidiary
                          Consolidated Statements of Cash Flows
                                       (Unaudited)
<CAPTION>
                                                                     Three months ended
                                                                  March 31,       March 31,
                                                               ____________    ___________
                                                                      2005            2004
<S>                                                            <C>             <C>
Cash flows from operating activities
   Net loss                                                    $  (388,037)    $  (312,623)
   Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                    4,812           4,812
     Increase in preferred stock for cumulative dividend
     classified as interest                                          2,961          34,225
     Manufacturing cost paid in shares of common stock             108,137          88,255
     Equity in loss of joint venture                               183,093          32,316
     Decrease (increase) in:
       Accounts receivable                                            (437)         57,389
       Prepaid expenses and other current assets                   (20,180)          6,615
     Increase (decrease) in
       Accounts payable and accrued expenses                       174,873         224,230
                                                               ____________    ____________

       Net cash provided by operating activities                    65,222         135,219
                                                               ____________    ____________

Cash flows from investing activities
     Advances to Joint Venture                                    (183,093)        (32,316)
                                                               ____________    ____________

       Net cash used in operating activities                      (183,093)        (32,316)
                                                               ____________    ____________

Cash flows from financing activities
   Repayment of equipment lease payable                                ---            (927)
   Proceeds from exercise of employee stock options                    ---          18,500
                                                               ____________    ____________

       Net cash provided by financing activities                       ---          17,573
                                                               ____________    ____________

       Net increase (decrease) in cash and cash equivalents       (117,871)        120,476

       Cash and cash equivalents at beginning of period            204,248          63,075
                                                               ____________    ____________

       Cash and cash equivalents at end of period              $    86,377     $   183,551
                                                               ============    ============

Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                         $    21,220     $       ---
Cash paid for income taxes                                             ---             ---

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










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

                               -8-
            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements

(1)  Unaudited consolidated financial statements

     The   March   31,  2005  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 Annual Report on Form  10-
     KSB for the year ended December 31, 2004.

(2)  Nature of Operations

     IGENE  Biotechnology, Inc. (the "Company") 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 and produce  market
     value-added  specialty biochemical  products.   Igene  is  a
     supplier  of  natural astaxanthin, an essential nutrient  in
     different  feed applications and as 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 Igene
     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)  Noncash investing and financing activities

     During  the three months ended March 31, 2005 and 2004,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred stock cumulating  at  $.16  per  share
     aggregating   to  $2,961  and  $34,225,  respectively.    In
     accordance with FASB 150, the dividends accrued in the third
     quarter  2003  and  thereafter  have  been  reclassified  to
     interest expense.

     On  February  4, 2003, Igene sold its subsidiary  ProBio  to
     Fermtech  AS in exchange for aggregate consideration  valued
     at approximately $343,000, consisting of 7,000,000 shares of
     Igene  common  stock that ProBio owned (including  2,000,000
     shares  that  where  reissued  to  Fermtech  based  on   Mr.
     Benjaminsen's continued employment with Igene through 2005),
     valued  for  the  purposes of the acquisition  at  $.03  per
     share,  plus forgiveness of approximately $168,000  of  debt
     that Igene owed to ProBio at the time of purchase in 2001.

     During  the  three  months ended March 31,  2005  and  2004,
     Fermic,  Igene's manufacturing agent, earned  1,061,689  and
     675,300 shares, respectively, of common stock as part of the
     manufacturing agreement. Fermic earns 2,250 shares of common
     stock  for  each  kilogram  pure  Astaxanthin  produced  and
     delivered  as  part of the agreement. The average  price  is
     based  on  the  market value of the shares at the  time  the
     product  is  produced.   Fermic can earn  up  to  20,000,000
     shares in total under the contract.

                               -9-
            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements
                           (continued)

     The  1,061,689  shares were earned at an  average  price  of
     $.102 per share for 2005, and the 675,300 shares were earned
     at  an  average price of $.131 per share for 2004.   Through
     March  31,  2005, 15,791,702 shares have been  earned.   Any
     shares earned by Fermic will be issued on a quarterly basis.
     Igene  relied on Section 4(2) of the Securities Act of 1933,
     as   amended,   to  issue  the  shares  to  Fermic   without
     registration   under  that  act.   Igene   relied   on   the
     representations  and  warranties  of  Fermic  made  in   the
     manufacturing   agreement  in  claiming  the  aforementioned
     exemption.

(4)  Amendment to Long - Term Liabilities

     As  of  February 15th 2006, the Company's Notes payable  and
     Convertible debentures (other than the ProBio Debentures  in
     the amount of $705,000) were in the process of being changed
     from  a  maturity date of March 31, 2006 to March 31,  2009.
     Accordingly,  such notes payable and convertible  debentures
     have  been  classified  as  long-term  on  the  accompanying
     Consolidated Balance Sheet.

(5)  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 agreed to transfer to  the
     Joint  Venture its technology relating to the production  of
     Astaxanthin  and assets related thereto. These  assets  will
     continue to be used by the Joint Venture in the same  manner
     as  historically used by the Company.  The Company and  Tate
     each have a 50% ownership interest in the Joint Venture  and
     equal  representation  on  the Board  of  Directors  of  the
     Company.  The value of the Company's investment in the Joint
     Venture  has  been recorded at an amount equal to  the  book
     value  of  the  Company's consideration contributed  at  the
     creation of the Joint Venture.  As the cost of the Company's
     technology  and  intellectual property has  been  previously
     expensed  and  has  a carrying amount of zero,  the  initial
     investment  in  the Joint Venture has been recorded  with  a
     book  value  of  $316,869, which represents the  unamortized
     production costs contributed to the Joint Venture.  Added to
     this  was  a purchase of common stock in the new venture  of
     $6,000.

     As  a result of the Joint Venture, the production, sales and
     marketing   of   Astaxanthin  now   takes   place   in   the
     unconsolidated Joint Venture.  From inception on  March  18,
     2003  through March 31, 2005, Igene's portion of  the  Joint
     Venture's net loss was $6,393,820.  The loss was a result of
     a  50%  interest  in the following:  Gross  profit  for  the
     period  was  a  negative $5,619,088 on sales of  $9,138,400,
     less manufacturing cost of $14,757,488.  Selling and general
     and  administrative expenses for the period were  $6,032,077
     and  interest  expense was $1,136,475.  The  resulting  loss
     before  tax  was  $12,787,640.  Igene's 50% portion  of  the
     Joint Venture loss was $6,393,820.

     Because the Company accounts for its investment in the Joint
     Venture  under  the  equity method of accounting,  it  would
     ordinarily recognize as part of loss from equity the loss of
     it's 50% ownership portion of the loss of the Joint Venture.
     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 carried  forward
     to  offset  Igene's  share  of the  Joint  Venture's  future
     income,  if any.  Igene does not expect to recognize  income
     from  the  Joint Venture until all accumulated  unrecognized
     losses have been eliminated.

     At  March 31, 2005, prior to the recognition of its  portion
     of  the Joint Venture loss, Igene's investment in the  Joint
     Venture consisted of its initial investment of $322,869  and
     its  net advances to the Joint Venture amounted to $868,531,
     for  a total of $1,191,400.  From inception through the year
     ended December 31, 2004, Igene recognized $1,008,307 of  the
     $4,887,500 loss which existed as part of the Joint  venture.
     In the first quarter of 2005, Igene recognized losses to the
     extent  of  the increase in the advance $183,093, the  March
     31,  2005 balance of $1,191,400, less the December 31,  2004
     balance of $1,008,307. The remainder of the cumulative  loss
     which is $5,202,420 is suspended and will be carried forward
     to offset Igene's share of future earnings, if any, from the
     Joint   Venture.   The  balance  in  the  Advances  to   and
     Investment  in  Joint  Venture  account  on  the   Company's
     financial statements is zero at March 31, 2005.

                              -10-

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

    The  following condensed statement displays the  activity  of
    the  joint  venture for the period of initial  investment  at
    March  18, 2003 in the Joint Venture through March 31,  2005.
    As  shown 50% of the activity is potentially recorded as part
    of  Igene's  Financial Statements as loss from investment  in
    Joint Venture:

<TABLE>
<CAPTION>
                                                                        March 31,
                                                                            2005
                                                                     ____________
     <S>                                                             <C>
     ASSETS
     CURRENT ASSETS
        Cash and cash equivalents                                    $ 1,320,260
        Accounts Receivable                                            1,571,470
        Inventories                                                    1,997,640
                                                                     ____________

                                                                       4,889,370
     OTHER ASSETS
        Property, plant and equipment, net                            23,787,575
        Intangibles                                                   24,614,000
                                                                     ____________

          TOTAL ASSETS                                               $53,290,945
                                                                     ============

     LIABILITIES AND EQUITY
     CURRENT LIABILITIES
        Accounts payable and accrued expenses                        $ 9,624,114
        Current maturities of debt                                     2,638,225
                                                                     ____________

          TOTAL CURRENT LIABILITIES                                   12,262,339

        Long Term Debt                                                 1,978,068
                                                                     ____________

          TOTAL LIABILITIES                                           14,240,407

        Equity                                                        39,050,538
                                                                     ____________

          TOTAL LIABILITIES AND EQUITY                               $53,290,945
                                                                     ============
</TABLE>
<TABLE>
<CAPTION>
                                                              Period from March 18, 2003
                                                               (initial investment) to
                                                                    March 31, 2005
                                                              __________________________
                                                                     (unaudited)
        <S>                                                         <C>
        Net Sales                                                   $  9,138,400
        Less: manufacturing cost                                     (14,757,488)
                                                                    _____________

        Gross Profit (Loss)                                           (5,619,088)
        Less: selling, general and administrative                     (6,032,077)
                                                                    _____________

        Operating Loss                                               (11,651,165)
        Interest Expense                                              (1,136,475)
                                                                    _____________

        Net Loss                                                    $(12,787,640)
                                                                    =============
        Igene's Investment in and Advances to the Joint Venture       (1,191,400)
                                                                    _____________

        Igene's suspended loss                                      $ (5,202,420)
                                                                    =============
</TABLE>
<TABLE>
<CAPTION>
                                                                    Quarter ended
                                                                    March 31, 2005
                                                                    ______________
                                                                     (unaudited)
        <S>                                                         <C>
        Net Sales                                                   $  2,354,400
        Less: manufacturing cost                                      (3,617,488)
                                                                    ______________

        Gross Profit                                                  (1,263,088)
        Less: selling, general and administrative                       (764,077)
                                                                    ______________

        Operating Loss                                                (2,027,165)
        Interest Expense                                                (985,475)
                                                                    ______________

        Net Loss                                                    $ (3,012,640)
                                                                    ==============

        Igene's 50% equity interest in the net loss                 $ (1,506,320)
        Igene's additional Investment in and Advances
        to the Joint Venture                                            (183,093)
                                                                    ______________

        Igene's incremental suspended loss                          $ (1,323,227)
                                                                    ==============

</TABLE>
                              -11-
            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements
                           (continued)

(6)  Stockholders' Deficiency

     As  of  March  31,  2005, 37,018 shares  of  authorized  but
     unissued   common  stock  were  reserved  for   issue   upon
     conversion of the Company's outstanding preferred stock.

     As  of  March 31, 2005, 73,954,500 shares of authorized  but
     unissued  common  stock were reserved for  distribution  and
     exercise  pursuant  to the Company's Employee  Stock  Option
     Plans.

     As  of  March 31, 2005, 10,000,000 shares of authorized  but
     unissued  common  stock were reserved for  distribution  and
     exercise  pursuant  to  stock option  agreements  with  past
     officers of the Company.

     As  of  March 31, 2005, 17,565,970 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, 2005, 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, 2005 7,050,000 shares of  authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding convertible promissory notes issued as  part  of
     the purchase of ProBio.

     As  of March 31, 2005, 205,261,073 shares of authorized  but
     unissued  common  stock were reserved for  the  exercise  of
     outstanding warrants.

     As  of  March  31, 2005, 4,208,297 shares of authorized  but
     unissued  common  stock were reserved for  issuance  to  the
     Company's contract manufacturer pursuant to the terms of the
     current manufacturing contract.

(7)  Basic and diluted net loss per common share

     Basic  and diluted net loss per common share for the  three-
     month  periods ended March 31, 2005 and 2004  are  based  on
     102,794,142  and   92,932,087,  respectively,  of   weighted
     average   common  shares  outstanding.   For   purposes   of
     computing net loss per common share, the amount of net  loss
     has  been  increased by cumulative undeclared  dividends  in
     arrears  on  preferred stock prior to the third  quarter  of
     2003,  the  effective date of FASB 150.  No  adjustment  has
     been  made  for  any  common stock  equivalents  outstanding
     because their effects would be antidilutive.

(8)  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.










                              -12-
            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements
                           (continued)

(9)  Uncertainty

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $41,000,000  from  inception  to
     March  31,  2005 and its liabilities exceeded its assets  by
     approximately  $14,700,000  at  that  date.   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.

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

(10) Stock Based Compensation

     The  Company  accounts for those plans under the recognition
     and   measurement   principles  of  APB  Opinion   No.   25,
     "Accounting  for  Stock  Issued to Employees",  and  related
     interpretations.    No   stock   option    based    employee
     compensation cost is reflected in net income, as all options
     granted  under the plan had an exercise price equal  to  the
     market  value of the underlying common stock on the date  of
     grant.   The following table illustrates the effect  on  the
     net  loss and loss per share if the Company had applied  the
     fair   value  recognition  provisions  of  SFAS   No.   123,
     "Accounting  for  Stock-Based Compensation"  and  disclosure
     provisions  of  SFAS  No. 148, "Accounting  for  Stock-Based
     Compensation-Transition  and  Disclosure",  to   stock-based
     employee compensation for the periods ended March 31:

<TABLE>
<CAPTION>
                                                              2005          2004
                                                          ___________   ___________
     <S>                                                  <C>           <C>
     Net loss:
       As reported                                        $ (388,037)   $ (312,623)
       Less pro forma stock-based employee
         compensation expense determined under fair
         value based method net of related tax effects           ---      (156,892)
                                                          ___________   ___________

     Net loss per common share:                             (388,037)     (469,515)
                                                          ===========   ===========

     Net loss per Share:
       Basic - as reported                                $    (0.00)   $    (0.00)
       Basic - pro forma                                  $    (0.00)   $    (0.00)

       Diluted - as reported                              $    (0.00)   $    (0.00)
       Diluted - pro forma                                $    (0.00)   $    (0.00)
</TABLE>

















                              -13-
            IGENE Biotechnology, Inc. and Subsidiary
           Notes to Consolidated Financial Statements
                           (continued)

(11) Recent Accounting Pronouncements

     In   November   2004,  the   FASB  issued   SFAS   No.  151,
     "Inventory  Costs,  an amendment of ARB No.43,  Chapter  4."
     SFAS  amends  Accounting  Research Bulletin  ("ARB")  No.43,
     Chapter 4, to clarify that abnormal amounts of idle facility
     expense,   freight,  handling  costs  and  wasted  materials
     (spoilage)  should be recognized as current-period  charges.
     In  addition, SFAS No.151 requires that allocation of  fixed
     production  overhead  to inventory be based  on  the  normal
     capacity  of  the production  facilities.   SFAS  No.151  is
     effective  for  inventory costs incurred during  the  fiscal
     years  beginning  after  June  15,  2005.   The  Company  is
     currently assessing the impact SFAS  No.151 will have on the
     results of operations, financial position or cash flows.

     In  May  2005,  the  FASB issued SFAS No.  154,  "Accounting
     Changes  and  Error Corrections"("SFAS 154") which  replaces
     APB  Opinion  No. 20 Accounting Changes and   SFAS   No.  3,
     "Reporting   Accounting   Changes   in   Interim   Financial
     Statements-An  Amendment of APB Opinion No. 28."   SFAS  154
     requires   retrospective  application  to   prior   periods'
     financial  statement  of a voluntary  change  in  accounting
     principal unless it is not practical.  SFAS 154 is effective
     for  accounting  changes and corrections of errors  made  in
     fiscal  years  beginning after December  15,  2005,  and  is
     required  to be adopted by the Company in the first  quarter
     of  fiscal  2007.   Although  the Company  will  continually
     evaluate  its  accounting  policies,  management  does   not
     currently  believe adoption will have a material  impact  on
     the Company's results of operations, cash flows or financial
     position.

     In  May 2003, the FASB issued SFAS No. 150, "Accounting  for
     Certain  Financial Instruments with Characteristics of  both
     Liabilities and Equity". SFAS No. 150 establishes  standards
     for  how an issuer classifies and measures certain financial
     instruments  with characteristics of both  a  liability  and
     equity.    It  requires  that  an  issuer  classify  certain
     financial instruments as a liability, although the financial
     instrument  may previously have been classified  as  equity.
     This   Statement  is  effective  for  financial  instruments
     entered into or modified after May 31, 2003 and otherwise is
     effective  at  the  beginning of the  first  interim  period
     beginning after June 15, 2003.  The effect of adopting  this
     pronouncement required the reclassification of $2.04 million
     of redeemable preferred stock as a liability.

     On  December  16, 2004, the FASB issued FASB  Statement  No.
     123(revised   2004),  Share-Based   Payment,  which   is   a
     revision  of FASB Statement No. 123, Accounting  for  Stock-
     Based  Compensation. Statement 123(R) supersedes APB Opinion
     No. 25, Accounting for Stock Issued to Employees. Generally,
     the  approach in Statement 123(R) is similar to the approach
     described  in  Statement  123.  However,  Statement   123(R)
     requires  all  share-based payments to employees,  including
     grants  of employee stock options, to be  recognized in  the
     income  statement  based on their fair  values.   Pro  forma
     disclosure is no longer an alternative. In April  2005,  the
     SEC  amended the compliance dates for Statement 123(R)  from
     fiscal periods beginning after June 15, 2005 to fiscal years
     beginning after June 15, 2005. The Company expects to  adopt
     Statement  123 (R) in the fiscal year commencing January  1,
     2006.

(12) Subsequent Events

     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  will
     guarantee   up   to   4,200,000  British   pounds   sterling
     (approximately $7,350,000 at February 10, 2006).

     The Company subsequently entered into an agreement with Tate
     and  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 February 10, 2006, the Joint Venture has not met  the
     cash flow requirements, therefore Igene is not obligated for
     any  funding  to  the Joint Venture or responsible  for  the
     guarantee mentioned above.



                              -14-

            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 AND WITHIN THE BIOTECH  INDUSTRY,
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.

Critical Accounting Policies

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

     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 it's 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.   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.

     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 further  sales
are  recognized  through the venture company.   Therefore,  Igene
recorded no sales of AstaXin(R) since the inception of the  Joint
Venture  on March 18, 2003.  Sales have been limited in the  past
due to insufficient production quantity.

                              -15-

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

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 the
quantities of AstaXin(R) the Company is able to produce while the
Joint  Venture  continues  to  complete  the production facility.
Sales  and  gross  profit  growth, if any, will be limited unless
augmented by these increases in production, as well as production
efficiency  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  with Tate & Lyle offsetting pricing competition, but can
provide no assurances  of  future increased production or  future
increased margin.

     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,  2005  and  2004,  Igene
recorded  Marketing Expense in the amount of $48,288 and $48,022,
respectively,  an  increase of $266  or  less  then  1%.   It  is
expected this level of selling cost will be constant based on the
current  level  of  salable product currently  available.   As  a
result  of the Joint Venture with Tate & Lyle, Igene is expecting
an  increase in salable product with a corresponding increase  in
sales  costs at the point the new facility is in full production.
Additionally,  as a result of the Joint Venture,  these  expenses
have  been  reimbursed to Igene by the Joint Venture. However  no
assurances  can  be made in regards to increased production  from
the new facility or the corresponding increase in selling costs.

Research, development and pilot plant expenses

     For  the  quarter  ended  March 31,  2005  and  2004,  Igene
recorded research and development costs in the amount of $166,007
and $208,410, respectively, a decrease of $42,403 or 20%.  It  is
expected these costs will again increase to prior year 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.   Igene is hoping this will lead
to  an increase in salable product at a reduced cost to Igene and
the  Joint  Venture.    However no assurances can be made in that
regard.  These  costs  are currently funded through reimbursement
from the Joint Venture.

Operating expenses

     General and  administrative expenses for the  quarter  ended
March  31, 2005 and 2004 were $188,908 and $149,878 respectively,
an  increase  of  $39,030 or 26%.   These costs are  expected  to
remain  constant,  as  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.

Litigation expenses

     Previously reported litigation (original lawsuit filed  July
21,  1997,  U.S.  District Court, Baltimore, MD)  between  Archer
Daniels Midland, Inc. ("ADM") and Igene, involving allegations of
patent  infringement and counterclaims concerning  the  theft  of
trade secrets, was resolved on September 29, 2003.  Resolution of
the  dispute  between   ADM  and  Igene  did  not  result  in  an
unfavorable  outcome to Igene.  Igene will continue to  make  and
sell its product,  AstaXin(R).  The Company incurred  $13,080  of
litigation expenses for three months ended March 31, 2004.   With
the  settlement  of this matter no future costs  associated  with
this matter are expected.

                              -16-

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

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  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, 2005, costs
reimbursed  by  the  Joint  Venture  totaled $411,339.  The costs
covered  $48,288  of  marketing  costs, $166,007  of research and
development  costs and  $197,044  of  general  and administrative
costs.   For the quarter ended  March  31, 2004, costs reimbursed
by the Joint Venture totaled $363,044.  The costs covered $48,022
of  marketing  costs,  $208,410 of research and development costs
and $107,000 of general and administrative costs.

Interest expense

     Interest  expense for the quarters ended March 31, 2005  and
2004,  was  $213,080 and $223,961, respectively,  a  decrease  of
$10,881  or  5%.     The  interest expense  was  almost  entirely
composed  of  interest on the Company's long term financing  from
its  directors  and  other  stockholders,  and  interest  on  the
Company's subordinated debenture in both periods.  This  decrease
is  due  to the reduction in cumulative dividends accrued in  the
quarter  ended  March  31, 2005 from preferred  stock  which  was
recorded as interest expense.

Equity in earnings of unconsolidated Joint Venture

     As  a result of the Joint Venture, the production, sales and
marketing  of  Astaxanthin now takes place in the  unconsolidated
Joint  Venture.  From inception on March 18, 2003  through  March
31,  2005,  Igene's portion of the Joint Venture's net  loss  was
$6,393,820.   The  loss was a result of a  50%  interest  in  the
following:  Gross profit for the period was a negative $5,619,088
on  sales  of $9,138,400, less manufacturing cost of $14,757,488.
Selling  and general and administrative expenses for  the  period
were  $6,032,077  and  interest  expense  was  $1,136,475.    The
resulting  loss before tax was $12,787,640.  Igene's 50%  portion
of the Joint Venture loss was $6,393,820.

     Because the Company accounts for its investment in the Joint
Venture   under  the  equity  method  of  accounting,  it   would
ordinarily recognize as part of loss from equity the loss of it's
50% ownership portion of the loss of the Joint Venture.  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 carried forward to offset Igene's  share
of the Joint Venture's future income, if any.

    At March 31, 2005, prior to the recognition of its portion of
the  Joint Venture loss, Igene's investment in the Joint  Venture
consisted  of  its  initial investment of $322,869  and  its  net
advances to the Joint Venture amounted to $868,531, for  a  total
of  $1,191,400.   From inception through the year ended  December
31,  2004,  Igene  recognized $1,008,307 of the  $4,887,500  loss
which existed as part of the Joint venture.  In the first quarter
of 2005, Igene recognized losses to the extent of the increase in
the  advance  $183,093, the March 31, 2005 balance of $1,191,400,
less  the  December 31, 2004 balance of $1,008,307. The remainder
of  the cumulative loss which is $5,202,420 is suspended and will
be carried forward to offset Igene's share of future earnings, if
any, from the Joint Venture.  The balance in the Advances to  and
Investment  in  Joint Venture account on the Company's  financial
statements is zero at March 31, 2005.

     Igene's  share  of  net loss in the Joint  Venture  will  be
recognized only to the extent of Igene's consideration  exchanged
for  its  ownership portion of the Joint Venture as well  as  any
advances made to the Joint Venture.  Losses in excess of  Igene's
consideration  and  advances will not be  recognized  in  Igene's
Financial Statements but will be carried forward and will  offset
future income of the Joint Venture, if any.








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

Net loss and basic and diluted net loss per common share

     As  a  result  of  the foregoing, the Company  reported  net
losses  of $388,037 and $312,623, respectively, for the  quarters
ended March 31, 2005 and 2004, an increase in the loss of $75,414
or  24%.   This represents a loss of $.00 per basic  and  diluted
common  share  in each of the quarters ended March 31,  2005  and
2004.   The  weighted average number of shares  of  common  stock
outstanding of 101,732,453 and  92,932,087 for the quarters ended
March   31,  2005  and  2004,  respectively,  has  increased   by
8,800,366  shares.  The increase in outstanding  shares  resulted
from primarily the weighted average adjustment of the issuance of
2,950,000  shares  in  conversion of  debentures  issued  in  the
purchase  of  ProBio, the issuance of 250,000  shares  of  common
stock  issued  for  legal service in the settlement  of  the  ADM
matter,  the issuance of 4,027,122 shares to Igene's manufacturer
under the manufacturing agreement with Fermic, 450,000 shares  in
issuance  for exercise of employee stock incentive plan,  389,192
in  conversion  of  redeemable preferred stock, 1,000,000  shares
reissued to Fermtech as part of the disposition of ProBio.

Financial Position

    During the three-month periods ended March 31, 2005 and 2004,
in  addition  to  the  Joint  Venture previously  discussed,  the
following   actions  also  materially  affected   the   Company's
financial position:

Increases  in  accounts payable and accrued expense for the
      quarter  ended  March  31, 2005 of $174,873 was a source of
      cash  offset by increases in prepaid expense of $20,180 and
      increases in funds due from the Joint Venture of $183,093;

The  carrying  value  of  redeemable  preferred  stock  was
      increased  and  interest expense recorded in the amounts of
      $2,961  and  $34,225  in  2005  and  in 2004, respectively,
      reflecting  cumulative  unpaid  dividends   on   redeemable
      preferred stock.

      In  December 1988, as part of an overall effort to  contain
costs  and  conserve working capital, Igene suspended payment  of
the quarterly dividend on its preferred stock.  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, 2005, total dividends  in  arrears  on
Igene's preferred stock total $195,455 ($10.56 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,  2005,
Igene had negative working capital of $601,425, and cash and cash
equivalents  of  $86,377.   Currently Igene  is  also  funded  by
research and development reimbursements from the Joint Venture.

     Cash provided by operating activities during the three-month
period  ended  March 31, 2005 and 2004, amounted to  $65,222  and
$135,219, respectively.

     Cash used in investing activities for the three-month period
ended  March 31, 2005 and 2004, amounted to $183,093 and $32,316,
respectively .

     Cash provided by financing activities was $17,573 during the
first  quarter  of 2004, this was due to employee  stock  options
exercised  for  $18,500.   No cash was provided  by  or  used  in
financing activities in the first quarter of 2005.

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

     The  Company   does   not  believe  that  inflation  had  a
significant  impact  on  its operations  during  the  three-month
periods ended March 31, 2005 and 2004.

                              -18-

            IGENE Biotechnology, Inc. and Subsidiary
             Management's Discussion and Analysis of
                    Controls and Procedures

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

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












































                              -19-

            IGENE Biotechnology, Inc. and Subsidiary
                             PART II
                        OTHER INFORMATION

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

Limitation on Payment of Dividends

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

Item 3.  Defaults Upon Senior Securities.

     In  December 1988, as part of an overall effort  to  contain
costs and conserve working capital, the Company suspended payment
of  the quarterly dividend on its preferred stock.  Resumption of
the  dividend will require significant improvements in cash flow.
Unpaid  dividends cumulate for future payment or addition to  the
liquidation  preference  or redemption  value  of  the  preferred
stock.   As of March 31, 2005, total dividends in arrears on  the
Company's  preferred stock total $195,455 ($10.56 per share)  and
are  included  in the carrying value of the redeemable  preferred
stock.

     On   November  30,  2001,  Igene  entered  into  Convertible
Promissory  Notes  (the "Convertible Notes")  with  each  of  the
following  note holders for the respective amounts (a)  NorInnova
AS (formerly Forskningsparken I Tromso AS) for $106,500; (b) Knut
Gjernes for $7,500; (c) Magne Russ Simenson for $378,000; and (d)
Nord  Invest AS for $313,000 (collectively, the "Convertible Note
Holders").  Each of the Convertible Notes has 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.  Igene and the Convertible  Note
Holders are currently in discussions to extend the maturity  date
of  each  of  the  Convertible Notes in return for  reducing  the
conversion  price  and  increasing  the  interest  rate  on  each
Convertible  Note, however it is not certain such amendment  will
be  consummated,  and so long as an event of  default  under  the
Convertible Note continues to exist, the Convertible Note Holders
have  the ability to accelerate the payment of the principal  and
interest due and owing on each of the Convertible Notes.


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,  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.









                              -20-

                           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    February 15, 2006      By  /s/ STEPHEN F. HIU
                                   ____________________________
                                       STEPHEN F. HIU
                                       President




Date    February 15, 2006      By  /s/ EDWARD J. WEISBERGER
                                   ____________________________
                                       EDWARD J. WEISBERGER
                                       Chief Financial Officer




































                                 -21-

                            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, 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.















                                       -22-