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, 2004
                                           ______________


[ ]  Transition report under Section 13 or 15(D) of the Exchange
     Act

     For the transition period from __________ to __________


                   Commission file number 0-15888
                                          _______

                    IGENE Biotechnology, Inc.
_________________________________________________________________
(Exact name of Small Business Issuer as Specified in its Charter)


          Maryland                               52-1230461
________________________________              ___________________
(State or Other Jurisdiction of                (I.R.S. Employer
 Incorporation or organization)               Identification No.)


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


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


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



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

Yes   X              No
     ___                 ___

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

94,275,531 shares of common stock, par value $.01, as of May 12, 2004.
______________________________________________________________________

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' Deficit .........  7-8

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

     Notes to Consolidated Financial Statements ...............  10-14

     Management's Discussion and Analysis of Financial
     Conditions and Results of Operations .....................  15-20


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

SIGNATURES ....................................................  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 Subsidiaries
                                          Consolidated Balance Sheets

                                                                                March 31,       December 31,
                                                                                    2004               2003
                                                                             _____________     _____________
                                                                               (Unaudited)
<S>                                                                          <C>               <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                  $    183,551      $     63,075
  Accounts receivable                                                             200,306           156,458
  Due from Joint Venture                                                          430,260           495,183
  Prepaid expenses and other current assets                                        37,060            43,675
                                                                             _____________     _____________

                                                                                  851,177           758,391
OTHER ASSETS
  Property and equipment, net                                                     144,119           148,931
  Loans receivable from manufacturing agent                                       118,966           122,964
  Investment in unconsolidated Joint Venture                                   10,717,506        11,391,506
  Other assets                                                                      4,886             4,886
                                                                             _____________     _____________
     TOTAL ASSETS                                                            $ 11,836,654      $ 12,426,678
                                                                             =============     =============

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                      $    220,357      $    185,862
  Equipment lease payable                                                             571             1,498
                                                                             _____________     _____________
     TOTAL CURRENT LIABILITIES                                                    220,928           187,360

LONG-TERM LIABILITIES
  Notes payable                                                                 5,842,767         5,842,767
  Convertible debentures                                                        4,814,212         4,814,212
  Accrued interest                                                              3,588,007         3,398,272
                                                                             _____________     _____________

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock, 8% cumulative, convertible,
  voting, series A, $.01 par value per share. Stated value was $17.92
  and $17.76, respectively.  Authorized 1,312,500 shares, issued 25,605           458,970           454,745
                                                                             _____________     _____________

  Carrying amount of redeemable preferred stock,
  8% cumulative, convertible, voting, series B, $.01 par value per share.
  Stated value was $8.96 and $8.80 respectively, per share. Authorized,
  issued and outstanding 187,500 shares.                                        1,680,000         1,650,000
                                                                             _____________     _____________
     TOTAL LIABILITIES                                                         16,604,884        16,347,356
                                                                             _____________     _____________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock --- $.01 par value per share. Authorized 750,000,000 shares;
  issued and outstanding 93,722,769and 92,747,469 shares, respectively.           937,228           927,475
  Additional paid-in capital                                                   34,534,267        34,471,490
  Deficit                                                                     (40,239,725)      (39,319,643)
                                                                             _____________     _____________
     TOTAL STOCKHOLDERS' DEFICIT                                               (4,768,230)       (3,920,678)
                                                                             _____________     _____________

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $ 11,836,654      $ 12,426,678
                                                                             =============     =============
</TABLE>

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


                               -5-
<TABLE>
                               IGENE Biotechnology, Inc. and Subsidiaries
                                  Consolidated Statements of Operations
                                              (Unaudited)

<CAPTION>

                                                                             Three months ended
                                                                       _______________________________
                                                                         March 31,          March 31,
                                                                             2004               2003
                                                                       _____________     _____________
<S>                                                                    <C>               <C>
REVENUE
_______

  Sales - AstaXin(R)                                                   $       ---       $    310,782
  Cost of sales - AstaXin(R)                                                   ---           (300,534)
                                                                       _____________     _____________

  GROSS PROFIT                                                                 ---             10,247

OPERATING EXPENSES
__________________

  Marketing and selling                                                      48,022           101,286
  Research, development and pilot plant                                     208,410           155,397
  General and administrative                                                149,878           141,939
  Litigation expense                                                         13,080               ---
  Less operating expenses reimbursed by Joint Venture                      (363,044)              ---
                                                                       _____________     _____________

      TOTAL OPERATING EXPENSES                                               56,346           398,622
                                                                       _____________     _____________

      OPERATING LOSS                                                        (56,346)         (388,375)
                                                                       _____________     _____________

EQUITY IN LOSS OF UNCONSOLIDATED SUBSIDIARY                                (674,000)              ---
INTEREST EXPENSE                                                           (189,736)         (205,231)
                                                                       _____________     _____________

  NET LOSS FROM CONTINUING OPERATIONS                                      (920,082)         (593,606)
                                                                       _____________     _____________

DISCONTINUED OPERATIONS
_______________________

Gain on disposal of discontinued operations                                     ---           237,437
                                                                       _____________     _____________

  NET GAIN FROM DISCONTINUED OPERATIONS                                         ---           237,437
                                                                       _____________     _____________

      NET LOSS                                                         $   (920,082)     $   (356,169)
                                                                       =============     =============

BASIC AND DILUTED NET LOSS PER COMMON SHARE
  FROM CONTINUING OPERATION                                            $      (0.01)     $      (0.01)
                                                                       _____________     _____________

BASIC AND DILUTED NET LOSS PER COMMON SHARE
   FROM DISCONTINUED OPERATIONS                                        $      (0.00)     $      (0.00)
                                                                       _____________     _____________

BASIC AND DILUTED NET LOSS PER COMMON SHARE                            $      (0.01)     $      (0.01)
                                                                       =============     =============
</TABLE>







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

                               -6-

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

<CAPTION>

                                                          Redeemable Preferred Stock
                                                     ______________________________________
                                                                (shares/amount)
<S>                                                    <C>                 <C>
Balance at January 1, 2003                                 213,155         $  1,947,774

Cumulative undeclared dividends
  on redeemable preferred stock                                ---                4,185

Exercise of employee stock options                             ---                  ---

Exercise of warrants                                           ---                  ---

Net loss for the three months ended March 31, 2003             ---                  ---
                                                      _____________        _____________

Balance at March 31, 2003                                  213,155         $  1,951,959
                                                      =============        =============


Balance at January 1, 2004                                 213,105         $  2,104,745

Cumulative undeclared dividends
  on redeemable preferred stock                                ---               34,225

Exercise of employee stock options                             ---                  ---

Exercise of warrants                                           ---                  ---

Net loss for the three months ended March 31, 2004             ---                  ---
                                                      _____________        _____________

Balance at March 31, 2004                                  213,105         $  2,138,970
                                                      =============        =============


</TABLE>




















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

                               -7-
<TABLE>
                                             IGENE Biotechnology, Inc. and Subsidiaries
                                         Consolidated Statements of Stockholders' Deficit
                                                      (Unaudited - Continued)

<CAPTION>

                                                                             Additional                           Total
                                                 Common Stock                 Paid-in                          Stockholders'
                                                (shares/amount)               Capital          Deficit           Deficit
                                            ___________________________    ______________   ______________   ______________

<S>                                         <C>           <C>              <C>              <C>              <C>
Balance at January 1, 2002                   92,943,746   $    929,437     $  22,387,604    $ (37,120,502)   $ (13,803,461)

Cumulative undeclared dividends
  on redeemable preferred stock                     ---            ---            (4,185)             ---           (4,185)

Shares received and retired in
  ProBio Sale                                (7,000,000)       (70,000)         (140,000)             ---         (210,000)

Shares issued for manufacturing agreement       580,711          5,808             8,709              ---           14,517

Net loss for the three months ended
  March 31, 2003                                    ---            ---               ---         (356,169)        (356,169)
                                           _____________  _____________     ______________   ______________   ______________

Balance at March 31, 2003                    86,524,457   $    865,245      $  22,252,128    $ (37,476,671)   $ (14,359,298)
                                           =============  =============     ==============   ==============   ==============

Balance at January 1, 2004                   92,747,469   $    927,475      $  34,471,490    $ (39,319,643)   $  (3,920,678)

Cumulative undeclared dividends
  On redeemable preferred stock                     ---            ---            (34,225)             ---          (34,225)

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                                    ---            ---                ---         (920,082)        (920,082)
                                           _____________  _____________     ______________   ______________   ______________

Balance at March 31, 2004                    93,722,769   $    937,228      $  34,534,267    $ (40,239,725)   $  (4,768,230)
                                           =============  =============     ==============   ==============   ==============

</TABLE>




















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

                               -8-

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

<CAPTION>

                                                                               Three months ended
                                                                            March 31,        March 31,
                                                                                2004             2003
                                                                          _____________   _____________
<S>                                                                       <C>             <C>
Cash flows from operating activities
   Net loss                                                               $   (920,082)   $   (356,169)
   Adjustments to reconcile net loss to net cash used
   by operating activities:
     Depreciation                                                                4,812           5,892
     Amortization                                                                  ---          29,129
     Manufacturing cost paid in shares of common stock                          88,255          14,517
     Equity in loss of unconsolidated joint venture                            674,000             ---
     Decrease (increase) in:
       Accounts receivable                                                     (39,850)        544,051
       Due from Joint Venture                                                   64,923             ---
       Inventory                                                                   ---        (407,172)
       Prepaid expenses and other current assets                                 6,615         (49,158)
     Increase (decrease) in
       Accounts payable and accrued expenses                                   224,230        (260,910)
                                                                          _____________   _____________

       Net cash provided by (used in) operating activities                     102,903        (479,820)
                                                                          _____________   _____________

Cash flows from investing activities
       Net cash used in investing activities                                       ---             ---
                                                                          _____________   _____________

Cash flows from financing activities
   Proceeds from borrowing                                                         ---         100,000
   Repayment of equipment lease payable                                           (927)            ---
   Proceeds from exercise of employee stock options                             18,500             ---
                                                                          _____________   _____________

       Net cash provided by financing activities                                17,573         100,000
                                                                          _____________   _____________

       Net increase (decrease) in cash and cash equivalents                    120,476        (379,820)

       Cash and cash equivalents
         at beginning of period                                                 63,075         497,711
                                                                          _____________   _____________

       Cash and cash equivalents
         at end of period                                                 $    183,551    $    117,891
                                                                          =============   =============

Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                                    $        ---    $        141
Cash paid for income taxes                                                         ---             ---

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

</TABLE>






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

                               -9-


            IGENE Biotechnology, Inc. and Subsidiary
                  Notes to Financial Statements

(1)  Unaudited consolidated financial statements

     The   March  31,  2004,  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 operation and cash flows.
     Such  financial  statements  do  not  include  all  of   the
     information  and footnote disclosures normally  included  in
     financial  statements prepared in accordance with accounting
     principles  generally  accepted  in  the  United  States  of
     America.   This  quarterly report on Form 10-QSB  should  be
     read  in conjunction with Igene's Annual Report on Form  10-
     KSB for the year ended December 31, 2003.

(2)  Noncash investing and financing activities

     During  the three months ended March 31, 2004 and 2003,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred stock cumulating  at  $.16  per  share
     aggregating  $34,225,  which has been removed  from  paid-in
     capital and included in the carrying value of the redeemable
     preferred stock.

     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 has agreed to contribute 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.   Unamortized production costs  in  the  amount  of
     $316,869 were contributed to the Joint Venture reducing  the
     adjustment to additional paid in capital.

     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 may be reissued to Fermtech as described below),
     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.
     1,000,000  of  the  escrowed shares  of  common  stock  were
     delivered to Fermtech.  If Mr. Benjaminsen remains  employed
     by  Igene  through  February 2005, the  remaining  1,000,000
     escrowed  shares will be released from escrow and  delivered
     to Fermtech.

     During  the  three months ended March 31, 2003, the  Company
     extended  scheduled repayment on demand notes of  $6,043,659
     and  related accrued interest of $2,865,810 until March  31,
     2006.

(3)  Foreign Currency Translation and Transactions

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







                              -10-



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

(4)  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 has agreed to contribute 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 Joint
     Venture Company.  Unamortized production costs in the amount
     of  $316,869 were contributed to the Joint Venture  reducing
     the adjustment to additional paid in capital.

     The  Joint Venture is accounted for under the equity method.
     Astaxanthin  revenue is recorded on the books of  the  Joint
     Venture.  Certain costs incurred by Igene are reimbursed  by
     the  Joint Venture.  These reimbursements are reported as  a
     contra  amount  in  the  Operating Expense  section  of  the
     Igene's Consolidated Statements of Operations.

(5)  Stockholders' Equity (Deficit)

     As  of  March 31, 2004 and 2003, 426,210 and 427,310 shares,
     respectively, of authorized but unissued common  stock  were
     reserved   for  issue  upon  conversion  of  the   Company's
     outstanding preferred stock.

     As  of  March  31,  2004  and  2003,  74,486,000  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,  2004,  and  2003,  6,666,666  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,  2004  and  2003,  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,  2004  and  2003,  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,  2004  and  2003,  10,000,000  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, 2004 and 2003, 205,266,073 and 198,016,073
     shares,  respectively,  of authorized  but  unissued  common
     stock   were   reserved  for  the  exercise  of  outstanding
     warrants.

     As  of  March  31, 2004 and 2003, 8,235,417  and  11,696,731
     shares,  respectively,  of authorized  but  unissued  common
     stock  were reserved for issuance to the Company's  contract
     manufacturer   pursuant  to  the  terms   of   the   current
     manufacturing contract.








                              -11-


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


 (6) Basic and diluted net loss per common share

     Basic  and diluted net loss per common share for the  three-
     month  periods  ended March 31, 2004 and 2003  is  based  on
     92,747,469   and   86,524,457,  respectively,  of   weighted
     average   common  shares  outstanding.   For   purposes   of
     computing net loss per common share, the amount of net  loss
     has  been  increased by cumulative undeclared  dividends  in
     arrears on preferred stock.  No adjustment has been made for
     any  common  stock  equivalents  outstanding  because  their
     effects would be antidilutive.

(7)  Income Taxes

     The  Company  uses  the liability method of  accounting  for
     income  taxes  as required by SFAS No. 109, "Accounting  for
     Income  Taxes".   Under  the liability method,  deferred-tax
     assets  and  liabilities are determined based on differences
     between the financial statement carrying amounts and the tax
     bases  of  existing assets and liabilities (i.e.,  temporary
     differences) and are measured at the enacted rates that will
     be  in  effect  when  these differences  reverse.   Deferred
     income  taxes  will  be recognized when it  is  deemed  more
     likely  than  not that the benefits of such deferred  income
     taxes will be realized; accordingly, all net deferred income
     taxes have been eliminated by a valuation allowance.

(8)  Uncertainty

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $40,200,000  from  inception  to
     March  31, 2004 and its liabilities and redeemable preferred
     stock  exceeded  its assets by approximately  $4,768,000  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 and  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.

(9)  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















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


(9)  Stock Based Compensation (continued)

     following table illustrates the effect on the net income and
     earnings 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>

                                                             2004            2003
                                                        _____________   _____________
    <S>                                                 <C>             <C>
    Net loss:
       As reported                                      $   (920,082)   $   (356,169)
     Less pro forma stock-based employee
       compensation expense determined under fair
       value based method net of related tax effects        (156,892)       (171,250)
                                                        _____________   _____________

     Net loss per common share:                           (1,076,974)       (527,419)
                                                        =============   =============
     Net loss per Share:
       Basic - as reported                              $      (0.01)   $      (0.01)
       Basic - pro forma                                $      (0.01)   $      (0.01)

       Diluted - as reported                            $      (0.01)   $      (0.01)
       Diluted - pro forma                              $      (0.01)   $      (0.01)

</TABLE>

(10) Recent Accounting Pronouncements

     In  April  2003,  the Financial Accounting  Standards  Board
     ("FASB")  issued Statement of Financial Accounting Standards
     ("SFAS")  No. 149, "Amendment of Statement 133 on Derivative
     Instruments  and Hedging Activities".  SFAS No.  149  amends
     and   clarifies  financial  accounting  and  reporting   for
     derivative   instruments,   including   certain   derivative
     instruments  embedded in other contracts,  and  for  hedging
     activities  under SFAS No. 133, "Accounting  for  Derivative
     Instruments  and  Hedging  Activities".   The  Statement  is
     effective for contracts entered into or modified after  June
     30, 2003 and for hedging relationships designated after June
     30,  2003.   There was no material impact on  the  Company's
     financial  condition or results of operations upon  adoption
     of this Statement.

     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 as of December
     31, 2003.

     In  January  2003,  the FASB issued Interpretation  No.  46,
     "Consolidation  of Variable Interest Entities"  ("FIN  46"),
     which  explains identification of variable interest entities
     and the assessment of whether to consolidate these entities.
     FIN  46  requires existing unconsolidated variable  interest
     entities  to  be consolidated by their primary beneficiaries
     if  the entities do not effectively disperse risks among the
     involved  parties.  The provisions of FIN 46  are  effective
     for  all financial statements issued after January 1,  2003.
     The  Company  has no significant variable interests  in  any
     entities that would require disclosure or consolidation. The
     Company's investment in the Joint Venture does not meet  the
     criteria of a variable interest entity under FIN 46.


                              -13-



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


(11) Summary of Significant Activity of Joint Venture

     The  following  statement displays the significant  activity
     for the joint venture for the three-month period ended March
     31,  2004.  As shown below, 50% of the activity is  recorded
     as  part  of  Igene's Financial Statements  as  income  from
     investment in Joint Venture:

<TABLE>
<CAPTION>
                                                    Three Months
                                                    March 31,
                                                    2004
                                                    _____________

     <S>                                            <C>
     Net Sales                                      $  1,144,000
       Less:  manufacturing cost                      (1,863,000)
                                                    _____________

     Gross Profit                                       (719,000)
       Less:  selling, general and administrative       (622,000)
                                                    _____________

     Operating Loss                                   (1,341,000)
     Interest Income                                      (7,000)
                                                    _____________

     Loss before tax                                $ (1,348,000)
                                                    =============

     50% equity interest Igene                      $   (674,000)
                                                    =============

</TABLE>































                              -14-
           IGENE Biotechnology, Inc. and Subsidiaries
             Management's Discussion and Analysis of
          Financial Condition and Results of Operations

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

EXCEPT  FOR  HISTORICAL  FACTS, ALL  MATTERS  DISCUSSED  IN  THIS
REPORT, WHICH ARE FORWARD LOOKING, INVOLVE A HIGH DEGREE OF  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  Joint Venture will enter into a lease of real  property
with  an affiliate of Tate & Lyle in Selby, England upon which  a
new  manufacturing facility will be constructed and  operated  by
the  Joint Venture.  The Joint Venture is accounted for under the
equity  method  of accounting as the Company has a 50%  ownership
interest.

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) during the quarter ended March
31, 2004.  Sales of AstaXin(R) during the quarter ended March 31,
2003, were $310,782.  Sales have been limited in the past due  to
insufficient  production quantity.  As of June, 2003,  Igene  had
sold its remaining  inventory to the Joint Venture as part of the
venture agreement.  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.




                              -15-


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

Cost of sales and gross profit

    As  with Sales Revenue, future Cost of Sale and Gross  Profit
will be recognized through the Joint Venture.  As a result, Igene
reported no gross profit on sales of AstaXin(R) for  the  quarter
ended March  31,  2004.  Gross profit on sales of  AstaXin(R) was
$10,247 for the three month period ended March 31, 2003.    Gross
profit was 3% of sales for the three months ended March 31, 2003.
The  Company attributed the fall in gross profit to a combination
of   pricing  pressure  in  the  market  and  inefficiencies   in
production.  Demand is expected to increase in customer usage and
increases in our market share.  Management expects that sales and
gross  profits  may continue to be limited by the  quantities  of
AstaXin(R) the Company is  able to  produce  with  its  presently
available  capacity  with  its contract manufacturer,  while  the
Joint  Venture prepares to produce product. The Company  believes
that  the  lack  of capacity should be alleviated  as  the  joint
venture plant begins production in 2004.  Sales and gross  profit
growth,  if  any,  may  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  a
percentage  of  sales,  with expected   increases  in  production
efficiency  realized  from the Joint Venture  with  Tate  &  Lyle
offsetting pricing competition, but can provide no assurances  in
that  regard  to future increased production or future  increased
margin.

     No cost  of sales for the quarter ended March 31, 2004  were
recorded,  as  compared with cost of sales of $300,534,  for  the
quarter ended March 31, 2003.

Marketing and selling expenses

     For  the  quarters  ended March 31,  2004  and  2003,  Igene
recorded Marketing Expense in the amount of $48,022 and $101,286,
respectively, a decrease of $53,264 or 53%.  As a result  of  the
disposition of ProBio, Igene has reduced selling costs that  were
incurred  as  part  of the combination, such as  a  larger  sales
force.   In  addition, the reduction of salable product currently
available  to  Igene from its current manufacturer has  caused  a
corresponding reduction in Marketing and Selling expense.   As  a
result  of  the  Joint  Venture with  Tate  and  Lyle,  Igene  is
expecting  an  increase in salable product with  a  corresponding
increase  in  sales  costs at the point the new  facility  is  in
production.  Additionally, as a result of the Joint Venture these
expenses  will  be  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,  2004  and  2003,  Igene
recorded research and development costs in the amount of $208,410
and $155,397, respectively, an increase of $53,013 or 34%.  Costs
increased  in  support  of  increasing  the  efficiency  of   the
manufacturing  process through experimentation in  the  Company's
pilot  plant,  developing higher yielding strains  of  yeast  and
other improvements in the Company's AstaXin(R) 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, 2004 and 2003 were $149,878 and $141,939 respectively,
an increase of $7,939 or 6%.   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.





                              -16-


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


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.

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, 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, 2004  and
2003,  was  $189,736 and $205,231, respectively,  a  decrease  of
$15,495  or  8%.     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.  The  decrease
is  due to the conversion by holders of long term debt to equity,
through the use of warrant exercise.

Equity in earnings of unconsolidated subsidiary

     The  following  statement displays the significant  activity
for  the joint venture for the three-month period ended March 31,
2004.  As shown below 50% of the activity is recorded as part  of
Igene's  Financial Statements as income from investment in  Joint
Venture:

<TABLE>
<CAPTION>
                                                    Three Months
                                                    March 31,
                                                    2004
                                                    _____________

     <S>                                            <C>
     Net Sales                                      $  1,144,000
       Less:  manufacturing cost                      (1,863,000)
                                                    _____________

     Gross Profit                                       (719,000)
       Less:  selling, general and administrative       (622,000)
                                                    _____________

     Operating Loss                                   (1,341,000)
     Interest Income                                      (7,000)
                                                    _____________

     Loss before tax                                $ (1,348,000)
                                                    =============

     50% equity interest Igene                      $   (674,000)
                                                    =============

</TABLE>


     As  a result of the Joint Venture, the production, sales and
marketing   of   AstaXin(R)   now   takes   place   through   the
unconsolidated  Joint  Venture subsidiary.  For the quarter ended
March 31, 2004,  Igene's  portion  of  the Joint Venture loss was
$674,000.   The  loss  was  a  result  of  a  50% interest in the
following:  Gross profit (loss)  for  the  quarter was $(719,000)
on sales  of  $1,144,000, less  manufacturing cost of $1,863,000.
Selling and general  and  administrative expenses for  the period
were  $622,000  and  interest income (expense) was $(7,000).  The
resulting loss before tax was $1,348,000.   For the quarter ended
March 31, 2004,  Igene's  50%  portion  of the Joint Venture loss
was $674,000.
                              -17-


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

Disposition of ProBio Subsidiary

     As reported in the Current Report on Form 8-K filed February
20, 2003, the Company, in an effort to focus on and grow its core
business,  disposed of all 10,000 of the issued  and  outstanding
shares   of  capital  stock  of  its  former  subsidiary,  ProBio
Nutraceuticals,  AS,  a Norwegian corporation.   Fermtech  AS,  a
joint  stock  company incorporated in the Kingdom of  Norway  and
owned equally by our then chief executive officer, Stein Ulve and
our  then-chief marketing officer, Per Benjaminsen, purchased the
shares of ProBio.  Mr. Ulve resigned as CEO and director of Igene
and  Mr.  Benjaminsen  no  longer acts  as  our  chief  marketing
officer, effective December 31, 2002, though Mr. Benjaminsen  has
maintained a position with Igene.

     The  amount of consideration paid for the ProBio  stock  was
determined   through  arms-length  negotiations   between   Igene
management,  on  behalf  of Igene, and Mr.  Ulve,  on  behalf  of
Fermtech.  The principles followed in determining the amount paid
for  the ProBio shares involved a consideration of ProBio's  cash
flow, cash position, revenue and revenue prospects.

Gain on Disposition

     Igene sold  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 was owned by  ProBio
(including 2,000,000 shares that were placed into escrow and  may
be  reissued  to  Fermtech as described below),  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.  1,000,000 of the escrowed  shares
of  common  stock were delivered to Fermtech.  If Mr. Benjaminsen
remains  employed by Igene through February 2005,  the  remaining
1,000,000  escrowed  shares  will be  released  from  escrow  and
delivered to Fermtech. Gain on disposal during the first  quarter
of  2003 was $237,427.  This gain was a one-time occurrence as  a
result   of   the  disposition  of  the  assets  and  liabilities
associated with ProBio.

Net loss and basic and diluted net loss per common share

     As a  result  of  the  foregoing, the Company  reported  net
losses  of $920,082 and $356,169, respectively, for the  quarters
ended March 31, 2004 and 2003, an increase in loss of $563,913 or
158%.   This  represents  a loss of $.01 per  basic  and  diluted
common  share  in each of the quarters ended March 31,  2004  and
2003.   The  weighted average number of shares  of  common  stock
outstanding  of  92,747,469 and 86,524,457for the quarters  ended
March   31,  2004  and  2003,  respectively,  has  increased   by
4,391,537  shares.  This  resulted  from  the  weighted   average
adjustments  of  the  following  transactions:  the  issuance  of
3,750,00   shares  of  common  stock  in  exercise  of  warrants,
2,880,607  shares  issued  to the manufacturer  as  part  of  the
agreement,  166,666 shares issued to Mr. Hiu and Mr.  Monahan  in
lieu  of  compensation,  and 100,000 shares  issued  as  part  of
employee stock option exercises.

















                              -18-


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

Financial Position

     During  the  three-month  periods  ended  March 31, 2004 and
2003, 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, 2004 of $224,230 and decreases in
      funds due from the Joint Venture of $64,923 were sources of
      cash;  these  were slightly offset by a $39,850 increase in
      accounts receivable as a use of cash;

   -  Proceeds of employee stock options provided $18,500 in cash
      flows; and

   -  The  carrying  value  of  redeemable  preferred  stock  was
      increased   and   paid-in   capital   available  to  common
      shareholders was decreased by $34,225 in 2004 and $4,185 in
      2003, 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, 2004, total dividends  in  arrears  on
Igene's preferred stock total $254,001 ($9.92 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,  2004,
Igene  had  working  capital  of  $630,249,  and  cash  and  cash
equivalents  of  $183,551.  Currently Igene  is  also  funded  by
research and development reimbursements from the Joint Venture.

     Cash provided by (used in) operating activities  during  the
three-month  period ended March 31, 2004 and  2003,  amounted  to
$102,903 and $(479,820), respectively.

     No  cash was provided by or used in investing activities for
the three-month period ended March 31, 2004 and 2003.

     Cash provided  by financing activities was  $175,073  during
the first quarter of 2004, this was due to employee stock options
exercised  for $18,500, less repayment of lease payable.   During
the  three  months ended March 31, 2003 $100,000 was provided  by
financing activities consisting of notes from directors.

     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, 2004 and 2003.










                              -19-


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


Item 3.   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.






































                              -20-


                    IGENE Biotechnology, Inc.
                             PART II
                        OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds.

Limitation on Payment of Dividends

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

Item 3.   Defaults Upon Senior Securities.

In  December 1988, as part of an overall effort to contain  costs
and  conserve working capital, the Company suspended  payment  of
the quarterly dividend on its preferred stock.  Resumption of the
dividend  will  require significant improvements  in  cash  flow.
Unpaid  dividends cumulate for future payment or addition to  the
liquidation  preference  or redemption  value  of  the  preferred
stock.   As of March 31, 2004, total dividends in arrears on  the
Company's  preferred stock total $254,001 ($9.92 per  share)  and
are  included  in the carrying value of the redeemable  preferred
stock.

Item 6.   Exhibits and Reports on Form 8-K

(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.




















                              -21-



                           SIGNATURES


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



                                 IGENE Biotechnology, Inc.
                                 ______________________________
                                 (Registrant)



Date   May 14, 2004              By  /s/STEPHEN F. HIU
                                    ___________________________
                                        STEPHEN F. HIU
                                        President




Date   May 14, 2004              By  /s/EDWARD J. WEISBERGER
                                    ___________________________
                                        EDWARD J. WEISBERGER
                                        Chief Financial Officer

































                                 -22-

                            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(s) -  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.