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

(Mark One)

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

          For the quarterly period ended March 31, 2008
                                         ______________

[ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF  THE
     THE EXCHANGE ACT

    For the transition period from __________ to __________

                 Commission file number 0-15888
                                        _______

                     IGENE Biotechnology, Inc.
      ______________________________________________________
      (Exact name of registrant as specified in its charter)


              Maryland                            52-1230461
  _______________________________             ___________________
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)             Identification No.)

       9110 Red Branch Road, Columbia, Maryland 21045-2024
       ___________________________________________________
            (Address of principal executive offices)

                        (410) 997-2599
      ____________________________________________________
      (Registrant's telephone number, including area code)

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

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

Yes      [x]          No      [ ]

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

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


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

Yes      [ ]          No      [x]

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

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

Yes      [ ]          No      [ ]

                                -1-

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

110,337,072 shares of common stock, par value $.01, as of May 10,
_________________________________________________________________
2008.
_____


                               -2-

                            FORM 10-Q
                    IGENE Biotechnology, Inc.


                              INDEX



PART I   -  FINANCIAL INFORMATION
                                                            Page

  Consolidated Balance Sheets (Unaudited) ...............      5

  Consolidated Statements of Operations (Unaudited)......      6

  Consolidated Statement of Stockholders'
       Deficiency (Unaudited)............................      7

  Consolidated Statements of Cash Flows (Unaudited)......      8

  Notes to Consolidated Financial Statements (Unaudited).   9-13

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

  Controls and Procedures ...............................     18

PART II  -  OTHER INFORMATION ...........................  19-20

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

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

                               -3-




          IGENE BIOTECHNOLOGY, INC. QUARTERLY REPORT
UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


                               -4-

                  PART I    FINANCIAL INFORMATION

Item 1.   Financial Statements

<TABLE>
<CAPTION>
                                 IGENE Biotechnology, Inc.  and Subsidiary
                                        Consolidated Balance Sheets

                                                                March 31,    December 31,
                                                                    2008            2007
                                                            _____________   _____________
                                                             (Unaudited)
<S>                                                         <C>             <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                 $  3,038,316    $  1,026,350
  Accounts receivable                                          1,472,697       2,718,884
  Inventory                                                    5,961,095       8,059,777
  Prepaid expenses and other current assets                        7,147          38,351
                                                            _____________   _____________
     TOTAL CURRENT ASSETS                                     10,479,255      11,843,362

  Property and equipment, net                                    867,844         713,493
  5 year non-compete (net of amortization of $7,699
     and $0, respectively)                                       146,278         153,977
  Customer contracts (net of amortization of $58,414
     and $0, respectively)                                       175,244         233,658
  Intellectual property                                          149,670         149,670
  Other assets                                                     5,125           5,125
                                                            _____________   _____________
     TOTAL ASSETS                                           $ 11,823,416    $ 13,099,285
                                                            =============   =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                     $  6,726,279    $  7,902,625
                                                            _____________   _____________
     TOTAL CURRENT LIABILITIES                                 6,726,279       7,902,625

LONG-TERM DEBT
  Notes payable (net of unamortized discount of
    $941,928 and $1,198,818, respectively)                     4,900,339       4,643,449
  Convertible debentures (net of unamortized discount of
    $1,236,743 and $1,331,548, respectively)                   3,339,469       3,244,664
  Contingent liability on joint venture separation             5,000,000       5,000,000
  Accrued interest                                             6,639,453       6,442,076

REDEEMABLE PREFERRED STOCK
  Carrying amount of redeemable preferred stock,
    8% cumulative, convertible, voting, series A,
    $.01 par value per share. Stated value
    was $20.48 and $20.32, respectively.  Authorized
    1,312,500 shares; issued and outstanding 11,134 shares.      228,024         226,243
                                                            _____________   _____________
     TOTAL LIABILITIES                                        26,833,564      27,459,057
                                                            _____________   _____________
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  Common stock --- $.01 par value per share. Authorized
    750,000,000 shares; issued and outstanding 110,337,072
    shares.                                                    1,103,371       1,103,371
  Additional paid-in capital                                  33,276,687      33,276,687
  Accumulated deficit                                        (49,610,062)    (48,739,830)
  Other comprehensive income                                     219,856             ---
                                                            _____________   _____________
     TOTAL STOCKHOLDERS' DEFICIENCY                          (15,010,148)    (14,359,772)
                                                            _____________   _____________
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY         $ 11,823,416    $ 13,099,285
                                                            =============   =============
</TABLE>

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


                               -5-

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

                                                                Three months ended
                                                          _____________________________
                                                              March 31,       March 31,
                                                                  2008            2007
                                                          _____________   _____________
                                                                             (Restated)
<S>                                                       <C>             <C>
REVENUE
_______
   Sales                                                  $  2,871,502    $        ---
   Cost of sales                                             2,367,410             ---
                                                          _____________   _____________
     GROSS PROFIT                                              504,092             ---

RECOUPMENT OF LOSS OF JOINT VENTURE                                ---          58,956

OPERATING EXPENSES
__________________
   Marketing and selling                                       298,298           1,892
   Research, development and pilot plant                       350,104         252,114
   General and administrative                                  177,110         202,913
   Less operating expenses reimbursed by Joint Venture             ---        (445,044)
                                                          _____________   _____________
          TOTAL OPERATING EXPENSES                             825,512          11,875
                                                          _____________   _____________
          OPERATING PROFIT (LOSS)                             (321,420)         47,081
                                                          _____________   _____________
OTHER INCOME                                                     2,040           6,382

INTEREST EXPENSE (including amortization of debt
   discount of $351,695 and $351,694, respectively)           (550,852)       (530,872)
                                                          _____________   _____________
          NET LOSS                                        $   (870,232)   $   (477,409)
                                                          _____________   _____________

Other comprehensive income
  Foreign exchange translation                                 219,856             ---

          TOTAL COMPREHENSIVE LOSS                        $   (650,376)   $   (477,409)
                                                          =============   =============

BASIC AND DILUTED NET LOSS PER COMMON SHARE               $      (0.01)   $      (0.00)
                                                          =============   =============
WEIGHTED AVERAGE SHARES OUTSTANDING                        110,337,072     109,337,072
                                                          =============   =============

</TABLE>

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

                               -6-

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

                                                                    Additional                      Other          Total
                                            Common Stock             Paid-in      Accumulated   Comprehensive   Stockholders'
                                           (shares/amount)           Capital        Deficit         Income       Deficiency
                                     ____________________________ ______________ ______________ ______________ ______________
<S>                                  <C>            <C>           <C>            <C>            <C>            <C>
Balance at January 1, 2008             110,337,072  $  1,103,371  $  33,276,687  $ (48,739,830) $         ---  $ (14,359,772)

Gain due to currency translation               ---           ---            ---            ---        219,856        219,856

Net loss for the three months ended
   March 31, 2008                              ---           ---            ---       (870,232)           ---       (870,232)
                                     ______________ _____________ ______________ ______________ ______________ ______________
Balance at March 31, 2008              110,337,072  $  1,103,371  $  33,276,687  $ (49,610,062) $     219,856  $ (15,010,148)
                                     ============== ============= ============== ============== ============== ==============
</TABLE>

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

                               -7-

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

                                                                                  Three months ended
                                                                             ____________________________
                                                                                 March 31,      March 31,
                                                                                     2008           2007
                                                                             _____________  _____________
                                                                                               (restated)
<S>                                                                          <C>            <C>
Cash flows from operating activities
   Net loss                                                                  $   (870,232)  $   (477,409)
   Adjustments to reconcile net loss to net cash provided
     by (used in) operating activities:
     Amortization of debt discount                                                351,695        351,694
     Depreciation                                                                   2,720          4,673
     Increase in preferred stock for cumulative dividend
       classified as interest                                                       1,781          1,781
     Amortization of customer contracts and non-compete                            66,113            ---
     Recoupment of payment of joint venture                                           ---        (58,956)
     Decrease (increase) in:
       Accounts receivable                                                      1,246,188            ---
       Inventory                                                                2,098,682            ---
       Prepaid expenses and other current assets                                   31,203          4,260
     Increase (decrease) in
       Accounts payable and accrued expenses                                     (978,969)        40,413
                                                                             _____________  _____________
       Net cash provided by (used in) operating activities                      1,949,181       (133,544)
                                                                             _____________  _____________
Cash flows from investing activities
     Purchase of equipment                                                       (157,071)           ---
     Recoupment of payment (advances) to Joint Venture                                ---         58,956
                                                                             _____________  _____________
       Net cash provided by (used in) investing activities                       (157,071)        58,956
                                                                             _____________  _____________
Cash flows from financing activities
     Proceeds from issuance of convertible debentures                                 ---        762,000
     Repayment of convertible debentures                                              ---       (705,000)
                                                                             _____________  _____________
       Net cash provided by financing activities                                      ---         57,000
                                                                             _____________  _____________

Gain due to currency translation                                                  219,856            ---

       Net decrease in cash and cash equivalents                                2,011,966        (17,588)

       Cash and cash equivalents at beginning of period                         1,026,350         21,786

       Cash and cash equivalents at end of period                            $  3,038,316   $      4,198
                                                                             =============  =============
Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest                                                       $        ---   $     57,637
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.

                               -8-

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

(1)  Unaudited Consolidated Financial Statements

     The   March   31,  2008  consolidated  financial  statements
     presented  herein  are  unaudited, and  in  the  opinion  of
     management,  include  all adjustments  (consisting  only  of
     normal recurring accruals) necessary for a fair presentation
     of financial position, results of operations and cash flows.
     Such  financial  statements  do  not  include  all  of   the
     information  and footnote disclosures normally  included  in
     financial  statements prepared in accordance with accounting
     principles  generally  accepted  in  the  United  States  of
     America.  This quarterly report on Form 10-Q should be  read
     in  conjunction with Annual Report on Form 10-KSB for  IGENE
     Biotechnology,  Inc. ("Igene") the year ended  December  31,
     2007.   The December 31, 2007 consolidated balance sheet  is
     derived from the audited balance sheet included therein.

(2)  Nature of Operations

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

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

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

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

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

     As  a result of the Joint Venture termination, Igene is  not
     currently producing astaxanthin products, and is researching
     several   alternatives  for  a  potential  new   source   of
     production.   At  the current pace, Igene  expects  to  have
     inventories  of  existing product necessary to  meet  demand
     through the third quarter of 2008.  Igene expects to be  out
     of  the market for an uncertain period of time following the
     third  quarter of 2008 until a new source of production  can
     be   identified,  commence  operations  and  yield   salable
     product.
                               -9-

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


(3)  Noncash Investing and Financing Activities

     During  the three months ended March 31, 2008 and 2007,  the
     Company recorded in each quarter dividends in arrears on  8%
     redeemable  preferred stock cumulating  at  $.16  per  share
     aggregating to $1,781.

(4)  Amendment to Long - Term Liabilities

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

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

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

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

(5)  Previous 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,   including
     certain facility  assets  that  were  used  in  citric  acid
     production, while  the  Company  transferred  to  the  Joint
     Venture  its  technology  relating  to  the  production   of
     astaxanthin  and   assets  related   thereto.   The   assets
     transferred by the Company were used by the Joint Venture in
     the  same  manner as historically used by the  Company.  The
     Company and  Tate each had a 50% ownership interest  in  the
     Joint Venture  and  equal representation  on  the  Board  of
     Directors of the Joint Venture.  The value of the  Company's
     initial  investment in the Joint Venture was recorded  at an
     amount equal to Igene's historical book value.  As the  cost
     of the  Company's technology and intellectual  property  had
     been previously expensed and had a carrying amount of  zero,
     the investment in the Joint Venture was originally  recorded
     with a  book  value  of  $316,869,  which  represented   the
     unamortized production  costs  contributed  to   the   Joint
     Venture.  The Company also contributed $6,000 to the capital
     of the Joint Venture.

     Production utilized Tate's fermentation capability  together
     with  the  unique technology developed  by  Igene.  Part  of
     Tate's existing  Selby, England, citric  acid  facility  was
     modified to  produce  up to 1,500 tons  per  annum  of  this
     astaxanthin.  Sales and cost of sales activity were recorded
     as part of the earnings of the unconsolidated venture.

                              -10-

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

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

     Upon the  termination of the Joint Venture it was determined
     that  the  transaction  should  be  recorded  as  an   asset
     purchase. This  determination  was  based  upon  the  assets
     received not constituting a business in accordance with EITF
     98-3.  Based on that determination an independent  valuation
     expert was  hired to determine the fair value of the  assets
     received and  the liabilities assumed.  As  the  fair  value
     received exceeded the liabilities assumed the fair value  of
     the  assets received were reduced to equal  the  liabilities
     assumed.  Consistent  with  FASB  statement  141   in   this
     exchange transaction between two parties the value  received
     is   considered to  be  equal  to  what  was  assumed.   All
     contingent liabilities were recorded at their maximum amount
     along  with  the value of the other consideration given. The
     reduction  in value  to  arrive at the  other  consideration
     given was allocated pro rata to the long term assets.

     As a  result of the Joint Venture termination, Igene is  now
     researching several alternatives for a potential new  source
     of  production.  At the current pace, Igene expects to  have
     inventories of  existing product necessary  to  meet  demand
     through the third quarter of 2008.  Igene expects to  be out
     of  the market for an uncertain period of time following the
     third  quarter of 2008 until a new source of production  can
     be   identified, commence  operations  and   yield   salable
     product.

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

     Because  the  Company  accounted for its  investment in  the
     Joint  Venture  under  the equity method  of accounting,  it
     would  ordinarily  recognize  a  loss  representing its  50%
     equity  interest  in  the loss of the Joint  Venture or  the
     amount that is guaranteed by the Company, if any.   However,
     losses  in the  Joint Venture were recognized  only  to  the
     extent  of  the investment  in and  advances  to  the  Joint
     Venture.   Losses in  excess of this amount  were  suspended
     from recognition in the financial statements.

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

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


                              -11-

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

<TABLE>
<CAPTION>

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

     OTHER ASSETS
        Property, plant and equipment, net                            20,053,000
        Intangibles                                                   24,614,000
             TOTAL ASSETS                                           $ 60,429,000

     LIABILITIES AND EQUITY
     CURRENT LIABILITIES
        Accounts payable and accrued expenses                       $ 35,211,000
        Working capital loan                                          11,812,000
                                                                    _____________
             TOTAL CURRENT LIABILITIES                                47,023,000
        Equity                                                        13,406,000
                                                                    _____________
             TOTAL LIABILITIES AND EQUITY                           $ 60,429,000
                                                                    =============


</TABLE>

<TABLE>
<CAPTION>

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

<TABLE>
<CAPTION>


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

</TABLE>

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


(6)  Stockholders' Deficiency

     As  of  March  31,  2008, 22,268 shares  of  authorized  but
     unissued   common  stock  were  reserved  for   issue   upon
     conversion of the Company's outstanding preferred stock.

     As  of  March 31, 2008, 72,232,334 shares of authorized  but
     unissued  common  stock were reserved for  distribution  and
     exercise  pursuant  to the Company's Employee  Stock  Option
     Plans.

     As  of  March 31, 2008, 23,421,273 shares of authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding  convertible promissory notes held by  directors
     of the Company in the aggregate amount of $1,082,500.

     As  of  March 31, 2008, 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, 2008 $38,100,000 shares of authorized  but
     unissued  common stock were reserved for the  conversion  of
     outstanding convertible promissory notes issued as  part  of
     the settlement of the ProBio notes.

     As  of March 31, 2008, 205,261,073 shares of authorized  but
     unissued  common  stock were reserved for  the  exercise  of
     outstanding warrants.

(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, 2008 and 2007  are  based  on
     110,337,072  and  109,337,072,  respectively,  of   weighted
     average  common shares outstanding.  No adjustment has  been
     made  for  any common stock equivalents outstanding  because
     their effects would be anti-dilutive.  As of March 31, 2008,
     potential full dilution was 488,414,337 shares.

(8)  Going Concern

     Igene has incurred net losses in each year of its existence,
     aggregating  approximately  $49,610,000  from  inception  to
     March 31, 2008 and as of March 31, 2008, Igene's liabilities
     exceeded  its  assets by approximately  $15,010,000.   These
     factors  indicate that Igene may not be able to continue  in
     existence unless it is able to raise additional capital  and
     attain profitable operations.

     As  discussed, as of October 31, 2007, Igene has  terminated
     its  relationship with the Joint Venture with Tate  &  Lyle.
     Igene maintains the saleable inventory after the termination
     of  the relationship and is currently reviewing alternatives
     for  a  future  manufacturing alternative.  In  the  interim
     Igene  will sell the existing inventory in order to maintain
     its relationship with customers and use these funds to cover
     expenses.   We  anticipate  that our current inventory  will
     not  be  substantiated after the third quarter of  2008.  No
     adjustments to the financial statements have been made as  a
     result of this uncertainty.

                              -13-

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

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

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

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

Critical Accounting Policies
____________________________

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

     The  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.

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

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

     Igene did not recognize the loss of the Joint Venture beyond
the  investment and advances to the Joint Venture.   This  excess
loss was sold as part of the termination of the Joint Venture.



                              -14-

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

Results of Operations
_____________________

Sales and other revenue

     As  part  of  the  Joint  Venture Agreement,  all  sales  of
AstaXin(R) prior to October 31, 2007 were recognized through  the
Joint Venture.  Therefore, Igene recorded no sales during 2006 or
in  2007 prior to October 31, 2007.  During the first quarter  of
2008, Igene recorded sales of $2,871,502.  Sales had been limited
in  past  years due to insufficient production quantity  and  are
expected to decline to zero sometime during the third quarter  of
2008  and remain negligible until a source of production  can  be
identified and production begins.  Igene is currently researching
various  alternatives  for  future production  but  has  not  yet
engaged  any new source of production.  Management believes  that
this decision is of fundamental importance to Igene and continues
to seek an appropriate production partner.

Cost of sales and gross profit

     As  with  sales revenue, beginning July 2003 through October
31,  2007, cost of sales and gross profit were recognized through
the Joint Venture.  Therefore, Igene recorded no cost of sales or
gross  profit during 2006 or in 2007 prior to October  31,  2007.
During the first quarter of 2008, Igene recorded cost of sales of
$2,367,410.   This resulted in a gross profit for the  period  of
$504,092, or 18%.  The increase in gross profit is due mainly  to
the discount in which the product was purchased at the conclusion
of the Joint Venture.  With the termination of the Joint Venture,
there  can  be  no  assurance of the continued  dependability  of
production.   As  a result, future cost of sales is  expected  to
increase through the third quarter of 2008, whereupon sales,  and
cost  of  sales, are expected to be negligible until a source  of
production  can  be  identified and  commencement  of  production
cannot  be  predicted.   Igene is currently  researching  various
alternatives  for  future production.     No  assurances  can  be
provided with regard to a new source of production.

Marketing and selling expenses

     For  the  quarters  ended March 31,  2008  and  2007,  Igene
recorded marketing and selling expense in the amounts of $298,298
and  $1,892,  respectively, an increase of  $296,406.   With  the
termination   of   the   Joint  Venture,  Igene   has   reassumed
responsibility  for the marketing and selling function  that  was
being  done by the Joint Venture.  It is expected that this level
of  marketing and selling expense will be constant as  Igene  has
reassumed the activities of the Chilean subsidiary and  looks  to
maintain its customer base through the period in which it engages
a  new  source of production. However, no assurances can be  made
with  regard to a new source of production or maintenance of  the
customer base.  Prior to October 2007, all marketing and  selling
expenses incurred by Igene as part of the Joint Venture had  been
reimbursed  by  the  Joint Venture.  After  October  2007,  these
expenses are expected to be funded by cash flows from operations,
to  the  extent available for such purposes.  However, we do  not
expect  cash flows from operations to continue beyond  the  third
quarter  of  2008  unless  and until a source  of  production  is
identified and production begins.

Research, development and pilot plant expenses

     For  the  quarters  ended March 31,  2008  and  2007,  Igene
recorded research and development costs in the amount of $350,104
and  $252,114,  respectively,  an increase  of  $97,990  or  39%.
Research  and development costs have increased as Igene works  to
develop new uses for its product.  As well, it is expected  these
costs  will  remain  at current increased levels  in  support  of
increasing  the  efficiency of the manufacturing process  through
experimentation  in the Company's pilot plant, developing  higher
yielding strains of yeast and other improvements in the Company's
AstaXin(R) technology. Prior to October of 2007, all research and
development  expenses  incurred by Igene as  part  of  the  Joint
Venture  had been reimbursed by the Joint Venture.  After October
2007  these expenses are expected to be funded by cash flows from
operations, to the extent available for such purposes.   However,
we  do  not expect cash flows from operations to continue  beyond
the third quarter of 2008 unless and until a source of production
is identified and production begins.

                              -15-

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

General and administrative expenses

     General  and  administrative expenses for the quarter  ended
March  31, 2008 and 2007 were $177,110 and $202,913 respectively,
a  decrease  of  $25,803 or 13%.   These costs  are  expected  to
remain constant.  Igene works to keep overhead costs at a reduced
level and spend funds on research and development efforts.  Prior
to October 2007, all general and administrative expenses incurred
related to research and sales of product by Igene as part of  the
Joint  Venture, had been reimbursed by the Joint Venture.   After
October  2007  these expenses are expected to be funded  by  cash
flows from operations, to the extent available for such purposes.
However,  we do not expect cash flows from operations to continue
beyond  the  third quarter of 2008 unless and until a  source  of
production is identified and production begins.

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), and  most  of  the
general and administrative expenses, were considered costs of the
Joint Venture and therefore were reimbursed by the Joint Venture.
We  do not expect to receive any further reimbursements following
the  October  2007 termination of the Joint Venture.   Therefore,
all  expenses incurred by Igene are expected to be funded by cash
flows from operations, to the extent available for such purposes.
We  do  not expect cash flows from operations to continue  beyond
the third quarter of 2008 unless and until a source of production
is identified and production begins.  For the quarter ended March
31, 2007, costs reimbursed by the Joint Venture totaled $445,044.
The costs covered $1,892 of marketing costs, $252,114 of research
and  development costs and $191,038 of general and administrative
costs.

Interest expense

     Interest  expense for the quarters ended March 31, 2008  and
2007  were  $550,852 and $530,872 respectively,  an  increase  of
$19,980  or  4%.  This interest expense (net of interest  income)
was  composed of interest on Igene's long term financing from its
directors   and  other  stockholders  and  interest  on   Igene's
subordinated  and convertible debentures, as well as amortization
of  discount on Igene's notes and debentures of $351,695 for 2008
and $351,694 for 2007.

Equity in earnings of unconsolidated Joint Venture

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

     Because  the  Company  accounted  for  its investment in the
Joint Venture under the equity method  of  accounting,  it  would
ordinarily recognize a loss representing its 50% equity  interest
in the loss of the Joint Venture or the amount that is guaranteed
by  the  Company, if any.  However, losses in the  Joint  Venture
were  recognized  only  to the extent of the  investment  in  and
advances  to the Joint Venture.  Losses in excess of this  amount
were suspended from recognition in the financial statements.


                              -16-

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

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

Net loss and basic and diluted net loss per common share

     As   a  result  of  the   foregoing,  the  Company  reported
comprehensive losses of $650,376 and $477,409, respectively,  for
the  quarters ended March 31, 2008 and 2007, an increase  in  the
loss  of  $172,967 or 36%.  This represents a loss of  $0.01  and
$0.00  per basic and diluted common share in each of the quarters
ended  March  31,  2008  and  2007, respectively.   The  weighted
average   number  of  shares  of  common  stock  outstanding   of
110,337,072 and 109,337,072 for the quarters ended March 31, 2008
and  2007,  respectively, has increased by 1,000,000 shares.  The
increase  in  outstanding shares resulted from  the  issuance  of
1,000,000  shares  of common stock to the Company's  Director  of
Manufacturing.

Financial Position

     During  the  quarters  ended March 31,  2008  and  2007,  in
addition  to  the  matters  previously discussed,  the  following
actions   also   materially  affected  the  Company's   financial
position:

     o  Decreases  in accounts receivables, inventory and prepaid
        expense   for   the  quarter  ended  March  31,  2008  of
        $3,376,073 were a source of cash, offset by funds used to
        decrease   accounts  payable  and  accrued  expenses   by
        $978,969; and

     o  The  carrying  value  of redeemable preferred  stock  was
        increased  and interest expense recorded in the amount of
        $1,781 in 2008, 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, 2008, total dividends  in  arrears  on
Igene's preferred stock total $138,952 ($12.48 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,  2008,
Igene  had  working  capital of $3,752,976,  and  cash  and  cash
equivalents of $3,038,316.

     Cash provided by operating activities during the three-month
period  ended March 31, 2008 equaled $1,949,181 versus cash  used
by  operating  activities of $133,544 for the three-month  period
ended March 31, 2007.

     Cash used  by  investing activities during  the  three-month
period ended March 31, 2008 equaled $157,071, this resulted  from
the  purchase  of  equipment, versus cash provided  by  investing
activities  of  $58,956, a recoupment of  payment  to  the  Joint
Venture for the three-month period ended March 31, 2007.

                              -17-

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

     No cash was used or provided by financing activities  during
the first quarter of 2008.  Cash provided by financing activities
was  $57,000  during the first quarter of 2007, in settlement  of
the  convertible debentures and used in payment  of  interest  on
those notes.

     Over  the  next twelve months, Igene believes it  will  need
additional working capital.  Part of this funding is expected  to
be received from sales of AstaXin(R), resulting in increased cash
through the third quarter of 2008.  Thereafter sales are expected
to  decline  to  zero and remain negligible  until  a  source  of
production  is identified and production begins.  There  will  be
additional delay between the commencement of production  and  the
receipt  of  proceeds  from any sale of such  product.   However,
there  can  be  no assurance that projected cash from  sales,  or
additional  funding, will be sufficient for  Igene  to  fund  its
continued operations.

     The  Company   does  not  believe  that  inflation   had   a
significant  impact  on  its operations  during  the  three-month
periods ended March 31, 2008 and 2007.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

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

Item 4.   Controls and Procedures

We  carried out an evaluation, under the supervision and with the
participation   of  our  management,  including   our   principal
executive  officer  and  principal  financial  officer,  of   the
effectiveness  of  our  disclosure controls  and  procedures  (as
defined  in  Rules  13a-15(e) and 15d-15(e) of the  Exchange  Act
(defined  below)).   Based  upon that evaluation,  our  principal
executive officer and principal financial officer concluded that,
as  of  the  end  of  the  period covered  in  this  report,  our
disclosure controls and procedures were not effective  to  ensure
that  information required to be disclosed in reports filed under
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act") is recorded, processed, summarized and reported within  the
required time periods and is accumulated and communicated to  our
management,   including  our  principal  executive  officer   and
principal  financial  officer, as  appropriate  to  allow  timely
decisions regarding required disclosure.

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

Igene  is attempting to increase control over financial reporting
in order to strengthen internal controls.

                              -18-

            IGENE Biotechnology, Inc. and Subsidiary
                             PART II
                        OTHER INFORMATION

Item 1.   Legal Proceedings

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

     In  connection  with  the issuance of convertible  notes  by
Igene  in 2001 to each of NorInnova AS (formerly Forskningsparken
I  Tromso AS), Knut Gjernes, Magne Russ Simenson and Nord  Invest
AS  (collectively,  the "note holders"), which convertible  notes
matured  in  November 2004, the note holders  filed  a  complaint
against  Igene  in  Circuit Court of Howard County,  Maryland  on
November 29, 2006 seeking payment of all outstanding amounts  due
under the convertible notes.   On February 23, 2007, Igene,  paid
an aggregate amount of $762,638 to the note holders as settlement
of  all  claims related to the convertible notes.  The  complaint
was dismissed with prejudice on March 6, 2007.

Item 1A.  Risk Factors

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

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

None.

Item 3.  Defaults Upon Senior Securities

     In  December 1988, as part of an overall effort  to  contain
costs and conserve working capital, 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 May 14, 2008, total dividends in arrears  on  the
Company's  preferred stock total $138,952 ($12.48 per share)  and
are  included  in the carrying value of the redeemable  preferred
stock.

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

None.

Item 5.   Other Information

None.

Item 6.  Exhibits

(a) Exhibits

EXHIBIT                      DESCRIPTION

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

                              -19-

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

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

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

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

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

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

*Filed herewith.

                              -20-

                           SIGNATURES


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



                            IGENE BIOTECHNOLOGY, INC.
                            _____________________________________
                            (Registrant)




Date  May 14, 2008      By  /S/ STEPHEN F. HIU
      ____________          _____________________________________
                                STEPHEN F. HIU
                                President
                                (principal executive officer)




Date  May 14, 2008      By  /S/ EDWARD J. WEISBERGER
      ____________          _____________________________________
                                EDWARD J. WEISBERGER
                                Chief Financial Officer
                                (principal financial officer)





                              -21-

                           EXHIBIT INDEX

EXHIBIT                    DESCRIPTION
NO.

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

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

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

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

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

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

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

*Filed herewith.



                               -22-