---

UNITED
  STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM
  10-Q

|(Mark
      One)
|----------------
|                
|þ               
|                
|                
|                
|o               

Commission
  File Number 0-23317

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GENE
  LOGIC INC.(Exact name of
  registrant as specified in its charter)

---

|Delaware                                                             |  |  | 06-1411336                                
|-------------------------------------------------------------------- |  |  | ------------------------------------------
|(State or other jurisdiction
      of incorporation or organization) |  |  | (I.R.S. Employer Identification
      No.)

610
  Professional Drive
  Gaithersburg, Maryland 20879
  (Address of principal executive offices)(301) 987-1700
  (Registrants phone number, including area code)

---

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 þNO o

Indicate
  by check mark whether the registrant is an accelerated filer (as defined in
  Rule 12b-2 of the Exchange Act).YES
  þNO o

The
number of shares outstanding of the Registrants Common Stock, $.01 par
value, was 31,448,091 as of April 30, 2004.

---



---



GENE
  LOGIC INC.

TABLE
  OF CONTENTS

|PART
      I                                                                                   |  | FINANCIAL
      INFORMATION                                                                 |  |    | 
|---------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | -- | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      1.                                                                                  |  | Financial
      Statements                                                                  |  |    | 
|                                                                                               |  |                                                                                             | 
|Consolidated
      Balance Sheets at March 31, 2004 and December 31, 2003                      |  | 3                                                                                           | 
|Consolidated
      Statements of Operations for the Three Months Ended March 31, 2004 and 2003 |  | 4                                                                                           | 
|Consolidated
      Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003 |  | 5                                                                                           | 
|Notes
      to Consolidated Financial Statements                                               |  | 6                                                                                           | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      2.                                                                                  |  | Managements
      Discussion and Analysis of Results of Operations and Financial Condition |  | 9  | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      3.                                                                                  |  | Quantitative
      and Qualitative Disclosure About Market Risk                             |  | 13 | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      4.                                                                                  |  | Controls
      and Procedures                                                               |  | 14 | 
|                                                                                               |  |                                                                                             | 
|PART
      II                                                                                  |  | OTHER
      INFORMATION                                                                     | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      1.                                                                                  |  | Legal
      Proceedings                                                                     |  | 14 | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      2.                                                                                  |  | Changes
      in Securities and Use of Proceeds                                             |  | 14 | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      3.                                                                                  |  | Defaults
      Upon Senior Securities                                                       |  | 14 | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      4.                                                                                  |  | Submission
      of Matters to a Vote of Security Holders                                   |  | 14 | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      5.                                                                                  |  | Other
      Information                                                                     |  | 14 | 
|                                                                                               |  |                                                                                             |  |    | 
|Item
      6.                                                                                  |  | Exhibits
      and Reports on Form 8-K                                                      |  | 14 | 
|                                                                                               |  |                                                                                             |  |    | 
|Signatures                                                                                     |  |                                                                                             |  | 15 | 

2.

---



TABLE
  OF CONTENTS

|PART
      I                                                                                   |  | FINANCIAL
      INFORMATION                                                                                                         
|---------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|                                                                                               |  |                                                                                                                                     
|Item 1.                                                                                        |  | Financial
      Statements                                                                                                          
|                                                                                              
|Consolidated
      Balance Sheets at March 31, 2004 and December 31, 2003                     
|Consolidated
      Statements of Operations for the Three Months Ended March 31, 2004 and 2003
|Consolidated
      Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003
|Notes
      to Consolidated Financial Statements                                              
|                                                                                               |  |                                                                                                                                     
|Item
      2.                                                                                  |  | Managements
      Discussion and Analysis of Results of Operations and Financial Condition                                         
|                                                                                               |  |                                                                                                                                     
|Item 3.                                                                                        |  | Quantitative
      and Qualitative Disclosure About Market Risk                                                                     
|                                                                                               |  |                                                                                                                                     
|Item 4.                                                                                        |  | Controls
      and Procedures                                                                                                       
|                                                                                               |  |                                                                                                                                     
|PART
      II                                                                                  |  | OTHER
      INFORMATION                                                                                                             
|                                                                                               |  |                                                                                                                                     
|Item 1.                                                                                        |  | Legal
      Proceedings                                                                                                             
|                                                                                               |  |                                                                                                                                     
|Item 2.                                                                                        |  | Changes
      in Securities and Use of Proceeds                                                                                     
|                                                                                               |  |                                                                                                                                     
|Item 3.                                                                                        |  | Defaults
      Upon Senior Securities                                                                                               
|                                                                                               |  |                                                                                                                                     
|Item 4.                                                                                        |  | Submission
      of Matters to a Vote of Security Holders                                                                           
|                                                                                               |  |                                                                                                                                     
|Item 5                                                                                         |  | Other
      Information                                                                                                             
|                                                                                               |  |                                                                                                                                     
|Item 6.                                                                                        |  | Exhibits
      and Reports on Form 8-K                                                                                              
|                                                                                               |  |                                                                                                                                     
|Signatures                                                                                     |  |                                                                                                                                     
|                                                                                               |  |                                                                                                                                     
|Exhibit
      31                                                                               |  | Certifications
      pursuant to Rule 13a-14(a)/15d-14(a).                                                                          
|Exhibit 32                                                                                     |  | Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.

2.

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PART
I     FINANCIAL INFORMATION

Item 1.
Financial Statements

GENE
  LOGIC INC.

CONSOLIDATED
  BALANCE SHEETS
  (in thousands, except share data)

|                                                                                             |  |  | March 31,
      2004 |          | December 31,
      2003 |  
|-------------------------------------------------------------------------------------------- |  |  | -------------------- | -------- | ----------------------- | -
|                                                                                             |  |  |                      |          |                         |  
|                                                                                             |  |  | (Unaudited)          |          |                         |  
|ASSETS                                                                                       |  |  |                      |          |                         |  
|Current
      assets:                                                                        |  | 
|Cash
      and cash equivalents                                                              |  |  | $                    | 53,666   |                         | $
|Marketable
      securities available-for-sale                                               |  |  |                      | 57,176   |                         |  
|Accounts
      receivable, net of allowance of $107 and $57 in 2004 and 2003, respectively   |  |  |                      | 7,113    |                         |  
|Unbilled
      services                                                                      |  |  |                      | 4,365    |                         |  
|Inventory,
      net                                                                         |  |  |                      | 4,287    |                         |  
|Prepaid
      expenses                                                                       |  |  |                      | 2,203    |                         |  
|Other
      current assets                                                                   |  |  |                      | 1,323    |                         |  
|                                                                                             |  |  |                      |          |                         |  
|Total
      current assets                                                                   |  |  |                      | 130,133  |                         |  
|Property
      and equipment, net                                                            |  |  |                      | 23,097   |                         |  
|Long-term
      investments                                                                  |  |  |                      | 4,239    |                         |  
|Goodwill                                                                                     |  |  |                      | 45,707   |                         |  
|Intangibles,
      net                                                                       |  |  |                      | 18,011   |                         |  
|Other
      assets                                                                           |  |  |                      | 73       |                         |  
|                                                                                             |  |  |                      |          |                         |  
|Total
      assets                                                                           |  |  | $                    | 221,260  |                         | $
|                                                                                             |  |  |                      |          |                         |  
|                                                                                             |  | 
|LIABILITIES
      AND STOCKHOLDERS' EQUITY                                                   |  | 
|Current
      liabilities:                                                                   |  | 
|Accounts
      payable                                                                       |  |  | $                    | 5,784    |                         | $
|Accrued
      expenses                                                                       |  |  |                      | 6,752    |                         |  
|Current
      portion of capital lease obligations                                           |  |  |                      | 127      |                         |  
|Current
      portion of long-term debt                                                      |  |  |                      | 493      |                         |  
|Deferred
      revenue                                                                       |  |  |                      | 7,882    |                         |  
|                                                                                             |  |  |                      |          |                         |  
|Total
      current liabilities                                                              |  |  |                      | 21,038   |                         |  
|Deferred
      revenue                                                                       |  |  |                      | 1,897    |                         |  
|Capital
      lease obligations, net of current portion                                      |  |  |                      | 307      |                         |  
|Long-term
      debt, net of current portion                                                 |  |  |                      | 207      |                         |  
|Other
      noncurrent liabilities                                                           |  |  |                      | 2,475    |                         |  
|                                                                                             |  |  |                      |          |                         |  
|Total
      liabilities                                                                      |  |  |                      | 25,924   |                         |  
|                                                                                             |  |  |                      |          |                         |  
|Commitments
      and contingencies                                                          |  |  |                      |         |                         |  
|Stockholders'
      equity:                                                                  |  | 
|Preferred
      stock, $.01 par value; 10,000,000 shares authorized; and no shares issued    |  | 
|and
      outstanding as of March 31, 2004 and December 31, 2003                             |  |  |                      |         |                         |  
|Common
      stock, $.01 par value; 60,000,000 shares authorized; 31,448,091 and 31,131,198  |  | 
|shares
      issued and outstanding as of March 31, 2004 and December 31, 2003, respectively |  |  |                      | 315      |                         |  
|Additional
      paid-in capital                                                             |  |  |                      | 384,591  |                         |  
|Accumulated
      other comprehensive income                                                 |  |  |                      | 86       |                         |  
|Accumulated
      deficit                                                                    |  |  |                      | (189,656 | )                       |  
|                                                                                             |  |  |                      |          |                         |  
|Total
      stockholders' equity                                                             |  |  |                      | 195,336  |                         |  
|                                                                                             |  |  |                      |          |                         |  
|Total
      liabilities and stockholders' equity                                             |  |  | $                    | 221,260  |                         | $
|                                                                                             |  |  |                      |          |                         |  

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

3.

---



GENE
  LOGIC INC.

CONSOLIDATED
  STATEMENTS OF OPERATIONS
  (in thousands, except per share data)
  (Unaudited)

|                                                                    |  |  | Three
      Months Ended
      March 31, |       
|------------------------------------------------------------------- |  |  | ---------------------------------------- | ------
|                                                                    |  |  |                                          |       
|                                                                    |  |  | 2004                                     |       
|                                                                    |  |  |                                          |       
|Revenue:                                                            |  |  |                                          |       
|Information
      services                                          |  |  | $                                        | 13,810
|Contract
      study services                                       |  |  |                                          | 6,411 
|                                                                    |  |  |                                          |       
|Total
      revenue                                                 |  |  |                                          | 20,221
|Expenses:                                                           |  | 
|Cost
      of contract study services                               |  |  |                                          | 5,946 
|Database
      production                                           |  |  |                                          | 12,655
|Research
      and development                                      |  |  |                                          | 362   
|Selling,
      general and administrative                           |  |  |                                          | 6,467 
|                                                                    |  |  |                                          |       
|Total
      expenses                                                |  |  |                                          | 25,430
|                                                                    |  |  |                                          |       
|Loss
      from operations                                          |  |  |                                          | (5,209
|Interest
      (income), net                                        |  |  |                                          | (311  
|                                                                    |  |  |                                          |       
|Net
      loss before income tax expense                            |  |  |                                          | (4,898
|Income
      tax expense                                            |  |  |                                          | 612   
|                                                                    |  |  |                                          |       
|Net
      loss                                                      |  |  | $                                        | (5,510
|                                                                    |  |  |                                          |       
|                                                                    |  |  |                                          |       
|Basic
      and diluted net loss per share                          |  |  | $                                        | (0.18 
|                                                                    |  |  |                                          |       
|                                                                    |  |  |                                          |       
|Shares
      used in computing basic and diluted net loss per share |  |  |                                          | 31,268
|                                                                    |  |  |                                          |       

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

4.

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GENE
  LOGIC INC.

CONSOLIDATED
  STATEMENTS OF CASH FLOWS
  (in thousands)
  (Unaudited)

|[CD to check #s against changes in B/S]                                              |  |  | Three
      Months Ended
      March 31, |        
|------------------------------------------------------------------------------------ |  |  | ---------------------------------------- | -------
|                                                                                     |  |  |                                          |        
|                                                                                     |  |  | 2004                                     |        
|                                                                                     |  |  |                                          |        
|Cash
      Flows From Operating Activities:                                          |  |  |                                          |        
|Net
      loss                                                                       |  |  | $                                        | (5,510 
|Adjustments
      to reconcile net loss to net cash flows from operating activities: |  | 
|Depreciation
      and amortization                                                  |  |  |                                          | 4,478  
|Loss
      on abandonment of patent costs                                            |  |  |                                          | 101    
|Loss
      on disposal of property and equipment                                     |  |  |                                          | 7      
|Changes
      in Operating Assets and Liabilities:                                   |  | 
|Accounts
      receivable, net and unbilled services                                 |  |  |                                          | 1,751  
|Inventory,
      net                                                                 |  |  |                                          | 693    
|Prepaids
      and other assets                                                      |  |  |                                          | (72    
|Accounts
      payable                                                               |  |  |                                          | (892   
|Accrued
      expenses and other noncurrent liabilities                              |  |  |                                          | 276    
|Deferred
      revenue                                                               |  |  |                                          | (1,197 
|                                                                                     |  |  |                                          |        
|Net
      Cash Flows From Operating Activities                                       |  |  |                                          | (365   
|                                                                                     |  |  |                                          |        
|Cash
      Flows From Investing Activities:                                          |  | 
|Purchases
      of property and equipment                                            |  |  |                                          | (781   
|Purchases
      of licenses and patent costs                                         |  |  |                                          | (101   
|Software
      development costs                                                     |  |  |                                          | (951   
|Proceeds
      from sale and maturity of marketable securities available-for-sale    |  |  |                                          | 34,950 
|Purchase
      of marketable securities available-for sale                           |  |  |                                          | (28,982
|                                                                                     |  |  |                                          |        
|Net
      Cash Flows From Investing Activities                                       |  |  |                                          | 4,135  
|                                                                                     |  |  |                                          |        
|Cash
      Flows From Financing Activities:                                          |  | 
|Proceeds
      from issuance of Common Stock                                         |  |  |                                          | 1,218  
|Repayments
      of capital lease obligations and equipment loans                    |  |  |                                          | (40    
|                                                                                     |  |  |                                          |        
|Net
      Cash Flows From Financing Activities                                       |  |  |                                          | 1,178  
|                                                                                     |  |  |                                          |        
|Net Increase
      in Cash and Cash Equivalents                                      |  |  |                                          | 4,948  
|Cash
      and Cash Equivalents, beginning of period                                 |  |  |                                          | 48,718 
|                                                                                     |  |  |                                          |        
|Cash
      and Cash Equivalents, end of period                                       |  |  | $                                        | 53,666 
|                                                                                     |  |  |                                          |        
|Supplemental
      Disclosure:                                                       |  | 
|Taxes
      paid                                                                     |  |  | $                                        | 569    
|                                                                                     |  |  |                                          |        
|Interest
      paid                                                                  |  |  | $                                        | 13     
|                                                                                     |  |  |                                          |        

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

5.

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Gene
  Logic Inc.

Notes
  to Financial Statements
  March 31, 2004
  (in thousands, except share and per share data)
  (Unaudited)

Note
1  Organization and summary of significant accounting policies

Description
  of Business

Gene
Logic Inc. including its wholly owned subsidiaries, Gene Logic Laboratories Inc.
(formerly TherImmune Research Corporation) and Gene Logic Ltd. (our United
Kingdom subsidiary) (collectively Gene Logic or the
Company) is a leading drug development services company providing a
wide range of discovery and development services to pharmaceutical and
biotechnology companies worldwide and U.S. Government entities. The
Companys services are organized into two business segments: information
services and contract study services. The information services business is based
on the Companys gene expression reference database, the GeneExpress
System, for research related to drug discovery and optimization. The contract
study services business consists of services used in drug development, including
primarily preclinical toxicity and pharmacology studies and related laboratory
services and, to a lesser extent, Phase I clinical trial services.

Basis
  of Presentation

On
April 1, 2003, TherImmune Research Corporation (TherImmune) was
merged into Gene Logics wholly owned subsidiary, GLA II Corp., later
renamed Gene Logic Laboratories Inc. (Gene Logic Labs). The
acquisition of TherImmune has been accounted for under the purchase method of
accounting and consolidated financial statements herein reflect the inclusion
of Gene Logic Labs operating results since the acquisition date. During
the first quarter of 2004, Gene Logic Ltd. was formed in the United Kingdom to
provide sales and customer service support in Europe as part of the
Companys strategy for international expansion. All material intercompany
accounts and transactions have been eliminated in consolidation.

The
accompanying unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Article 10 of Regulation S-X.
The consolidated balance sheet as of March 31, 2004, consolidated statements of
operations for the three months ended March 31, 2004 and 2003 and the
consolidated statements of cash flows for the three months ended March 31, 2004
and 2003 are unaudited, but include all adjustments (consisting of normal
recurring adjustments) which the Company considers necessary for a fair
presentation of the financial position, operating results and cash flows,
respectively, for the periods presented. Although the Company believes that the
disclosures in these financial statements are adequate to make the information
presented not misleading, certain information and footnote information normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission.

Results
for any interim period are not necessarily indicative of results for any future
interim period or for the entire year. The accompanying unaudited consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2003.

Use
  of Estimates

The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

6.

---



Inventory

Inventory
is stated at the lower of cost or market. Cost for microarrays and laboratory
reagents is determined using the first-in, first-out method; cost for tissue
samples is determined using the average cost method. All inventory is reviewed
for impairment and appropriate reserves are recorded. All inventory is
classified as raw materials. Inventory is comprised of:

|                                    |  |  | March
      31, 2004 |        | December
      31, 2003 |  
|----------------------------------- |  |  | -------------------- | ------ | ----------------------- | -
|                                    |  |  |                      |        |                         |  
|Microarrays                         |  |  | $                    | 1,399  |                         | $
|Laboratory
      reagents           |  |  |                      | 691    |                         |  
|Tissue
      samples                |  |  |                      | 3,398  |                         |  
|                                    |  |  |                      |        |                         |  
|                                    |  |  |                      | 5,488  |                         |  
|Less
       tissue sample reserves |  |  |                      | (1,201 | )                       |  
|                                    |  |  |                      |        |                         |  
|Inventory,
      net                |  |  | $                    | 4,287  |                         | $
|                                    |  |  |                      |        |                         |  

Comprehensive
  Loss

The
Company accounts for comprehensive loss as prescribed by Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income.
Comprehensive income (loss) is the total net income (loss) plus all changes in
equity during the period except those changes resulting from investment by
owners and distribution to owners. Total comprehensive loss, which included
unrealized gains or losses in the Companys marketable securities
available-for-sale, was $5,471 and $5,870 for the three months ended March 31,
2004 and 2003, respectively.

Stock
  Option Plans

At
March 31, 2004, the Company has two stock-based employee compensation plans. The
Company accounts for these plans under the recognition and measurement
principles of Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25), and related
interpretations. Under APB 25, compensation expense for grants that are
compensatory are recorded over the vesting period only to the extent that the
fair value of the underlying stock on the date of grant exceeds the exercise or
acquisition price of the stock or stock-based award. Stock options granted under
the Companys 1997 Equity Incentive Plan are considered compensatory and
are granted with an exercise price equal to the fair value on the grant date;
common stock issued under the Employee Stock Purchase Plan is considered
non-compensatory under APB 25 and is purchased at 85% of the lesser of the
market price of the shares at the time of purchase or the market price on the
date an Offering, as defined under the plan, began (or, if later, the date
during the Offering when the employee was first eligible to participate).

The
  following table illustrates the effect on net loss and loss per share as if
  the Company had applied the fair value recognition provisions of Statement of
  Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation,
  to stock-based employee compensation for the three months ended March 31:

|                                                             |  |  | 2004 |        | 2003 |  
|------------------------------------------------------------ |  |  | ---- | ------ | ---- | -
|                                                             |  |  |      |        |      |  
|Net loss, as reported                                        |  |  | $    | (5,510 | )    | $
|Add: Stock-based employee compensation expense included in   |  | 
|reported net loss                                            |  |  |      |       |      |  
|Deduct: Stock-based employee compensation expense determined |  | 
|under fair value based method for all awards                 |  |  |      | (663   | )    |  
|                                                             |  |  |      |        |      |  
|Pro forma net loss                                           |  |  | $    | (6,173 | )    | $
|                                                             |  |  |      |        |      |  
|                                                             |  | 
|Basic and diluted net loss per share:                        |  | 
|As reported                                                  |  |  | $    | (0.18  | )    | $
|Pro forma                                                    |  |  | $    | (0.20  | )    | $

New
  Accounting Pronouncements

In
  December 2003, the Financial Accounting Standards Board issued a revised Interpretation
  No. 46, “Consolidation of Variable Interest Entities” (“Interpretation
  No. 46”), addressing consolidation of entities in which a company is a
  primary beneficiary. Interpretation No. 46 was effective immediately for arrangements
  entered into or modified after January 31, 2003 and during the quarter ended
  March 31, 2004 for arrangements entered into or modified before February 1,
  2003. The Company has investments in several variable interest entities; however,
  the Company is not a primary beneficiary in any entity. Accordingly, the adoption
  of Interpretation No. 46 had no impact on the Company’s financial position
  or results of operations.

7.

---



Note
2  Segment information

On
April 1, 2003, the Company began managing its business as two business segments:
information services and contract study services. Prior to this date, the
Company operated as one business segment, information services. Information
services is based on the Companys gene expression reference database, the
GeneExpress System, for research related to drug discovery and optimization.
Contract study services consists of services used in drug development
including, primarily preclinical toxicity and pharmacology studies and related
laboratory services and, to a lesser extent, Phase I clinical trial services.

The
following table presents the results of operations by these segments used by
management to evaluate performance. The information services segment operating
income (loss) consists of revenue for this segment less database production and
research and development expenses. The contract study services segment operating
income consists of revenue for this segment less costs related to contract
studies. The Company does not identify or allocate, nor does management
evaluate, selling, general and administrative expenses and assets by business
segment. Inter-segment transactions are eliminated in the determination of
segment operating income (loss). Amortization and depreciation is allocated by
business segment as shown below. The following table sets forth information on
reportable segments for the three months ended March 31:

|                                 |  |  | 2004 |        | 2003 |  
|-------------------------------- |  |  | ---- | ------ | ---- | -
|                                 |  |  |      |        |      |  
|Information
      Services       |  |  |      |        |      |  
|Revenue                          |  |  | $    | 13,810 |      | $
|Operating
      income (loss)(1) |  |  |      | 793    |      |  
|                                 |  | 
|Contract
      Study Services    |  | 
|Revenue                          |  |  | $    | 6,411  |      | $
|Operating
      income(2)        |  |  |      | 465    |      |  

A
reconciliation of segment operating income (loss) to net loss before income tax
expense for the three months ended March 31 is as follows:

|                                                   |  |  | 2004 |        | 2003 |  
|-------------------------------------------------- |  |  | ---- | ------ | ---- | -
|                                                   |  |  |      |        |      |  
|Segment
      operating income (loss)              |  |  |      |        |      |  
|Information
      services                         |  |  | $    | 793    |      | $
|Contract
      study services                      |  |  |      | 465    |      |  
|                                                   |  |  |      |        |      |  
|                                                   |  |  |      | 1,258  |      |  
|Selling,
      general and administrative expenses |  |  |      | 6,467  |      |  
|Interest
      (income), net                       |  |  |      | (311   | )    |  
|                                                   |  |  |      |        |      |  
|Net loss
      before income tax expense           |  |  | $    | (4,898 | )    | $
|                                                   |  |  |      |        |      |  

(1)
  Includes an allocation of amortization and depreciation of $3,470 and $3,498
  for the three months ended March 31, 2004 and 2003, respectively.(2)
  Includes an allocation of amortization and depreciation of $448 for the three
  months ended March 31, 2004.

For
the three months ended March 31, 2004 and 2003, no customer accounted for 10% or
more of the Companys revenue. The following is a breakdown of the
Companys total revenue by geographic region:

|                                  |  |  |  | North
      America |   | Pacific
      Rim |    | Europe
|--------------------------------- |  |  |  | ------------------- | - | ----------------- | -- | ------
|                                  |  |  |  |                     |   |                   |    |       
|For the
      three months ended: |  |  |  |                     |   |                   |    |       
|March
      31, 2004              |  |  |  | 52                  | % |                   | 32 | %     
|March
      31, 2003              |  |  |  | 37                  | % |                   | 42 | %     

8.

---



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

Certain
statements contained in this Quarterly Report on Form 10-Q constitute forward-looking
statements within the meaning of the United States Private Securities
Litigation Reform Act of 1995, as amended. Such statements are typically
identified by words or phrases such as believe, expect,
anticipate, intend, estimate,
may, goals, hopes, strategies,
and similar expressions or future or conditional verbs such as will,
should, would, and could. These statements
are based on managements current expectations and involve estimates,
assumptions, risks and uncertainties that could cause actual results to differ
materially from those stated or implied by the forward-looking statements. The
Company assumes no obligation to update any forward-looking statements herein,
which speak only as of the date of this Quarterly Report on Form 10-Q. These risks and uncertainties
are those set forth in Item 1. BusinessRisks Related To Our
Business in our Annual Report on Form 10-K for the year ended December 31,
2003 and other risks that we disclose from time to time in our other filings
with the Securities and Exchange Commission.

Unless
  the context requires otherwise, references in this Quarterly Report on Form 10-Q to Gene
  Logic, the Company, we, us, and our
  refer to Gene Logic Inc. GeneExpress®and ToxExpress® are registered trademarks of Gene Logic. GeneChip®is a registered trademark of Affymetrix, Inc.

OVERVIEW

We
are a leading drug development services company providing a wide range of
discovery and development services to pharmaceutical and biotechnology companies
worldwide and U.S. Government entities. Our services are designed to assist in
improving the predictive value of research activities and product success rates.
We manage our business as two segments: information services and contract study
services. Our information services business is based on our gene expression
reference database, the GeneExpress System, for research related to drug
discovery and optimization. These services primarily consist of subscriptions to
the GeneExpress System. Our contract study services business consists of
services used in drug development, including primarily preclinical safety and
pharmacology studies and related laboratory services and, to a lesser extent,
Phase I clinical trial services. During the first quarter of 2004, we
established Gene Logic Ltd. in the United Kingdom to provide sales and customer
service support in Europe as part of our strategy for international expansion.

Our
information services revenue consists primarily of fees earned
under subscription agreements with pharmaceutical and biotechnology companies
for all or parts of our gene expression reference database, the GeneExpress
System. Each of the subscription agreements with our GeneExpress System
customers is typically for a specific multi-year term. Certain subscription
agreements include a right of early termination (which, in some instances, is
subject to conditions) by the customer, without penalty, on a specified date
prior to the normal expiration of the term. Our revenue from such subscription
agreements is recognized ratably over the period during which the customer has
access to the GeneExpress System.

Our
contract study services revenue is primarily derived from fixed price contracts
with pharmaceutical and biotechnology companies. In addition, we derive revenue
from cost plus contracts with U.S. Government entities. Revenue is recognized on
fixed price contracts as services are performed, based primarily upon the
percentage of hours worked (including subcontractor hours) compared to the total
estimated hours for the contract. We believe that hours worked is the best
measure of proportional performance under fixed price contracts. Revenue is
recognized on cost plus contracts on the basis of the direct costs incurred plus
indirect costs and an allocable portion of the fee earned.

Revenue
from our customers may be subject to significant fluctuation in both timing and
amount; therefore, our results of operations for any period may not be
comparable to the results of operations for any other period or predictive of
any long term trend.

During
2004, we are focusing on the following initiatives:

- renewing
    GeneExpress System subscription agreements with our top-tier pharmaceutical
    company customers;
- preparing
    for international expansion by establishing sales and customer support efforts
    in Europe;
- improving
    gross margins on our contract study services business; and
- continuing
    to add capacity and build infrastructure to achieve anticipated revenue growth.

We
have incurred operating losses in each year since our inception, including
losses of $24.8 million in 2003, $24.1 million in 2002 and $33.2 million in
2001. At March 31, 2004, we had an accumulated deficit of $189.7 million. Our
losses have resulted principally from costs incurred in the development of our
GeneExpress System and selling, general and administrative costs associated with
our operations. These costs have exceeded our revenue and we expect to incur
additional operating losses in the future.

9.

---



RESULTS
OF OPERATIONS

THREE
  MONTHS ENDED MARCH 31, 2004 AND 2003

Total
Revenue.Total revenue increased $7.5 million, or 59%, to $20.2 million for
the three months ended March 31, 2004 from $12.7 million for the same period in
2003. During the three months ended March 31, 2004 and 2003, no customer
accounted for 10% or greater of our revenue.

Information
  Services Revenue.Revenue from our information services business, which
  consisted primarily of fees from subscription agreements to our GeneExpress
  System, was $13.8 million for the three months ended March 31, 2004, an increase
  of $1.1 million, or 9%, from $12.7 million for the same period in 2003. The
  increase in revenue consisted primarily of $2.9 million in subscription fees
  from new customers and expanded agreements with and additional fees from existing
  customers. This increase was partially offset by reduced subscription fees of
  $2.2 million resulting from the conclusion or reduction in scope of agreements
  with primarily biotechnology and smaller pharmaceutical companies. In 2004,
  subscription agreements with seven customers will expire by their terms, subject
  to possible renegotiation. These agreements accounted for 27% of our 2003 revenue.
  We successfully renegotiated agreements with Sumitomo, Boehringer Ingelheim
  and Sankyo during the first quarter of 2004, the agreements with Artesian Therapeutics
  and AstraZeneca were terminated (representing 6% of 2003 revenue) and negotiations
  are under way for new agreements with UCB Research, Avalon Pharmaceuticals and
  AstraZeneca. There is no assurance that we will successfully renegotiate agreements
  with customers whose agreements expire, or that such new agreements will be
  on terms, including as to scope of services, as favorable to us. For 2004, we
  expect modest revenue growth in our information services business, mainly due
  to the current economic uncertainty causing cautious spending by, and delays
  in purchase decisions among, a number of our existing and potential customers
  and the reduced ability of smaller companies to raise capital with which to
  purchase our services.

Contract
Study Services Revenue.Revenue from our contract study services
business for the three months ended March 31, 2004 was $6.4 million and was a
result of our acquisition of TherImmune Research Corporation
(TherImmune) on April 1, 2003. Such revenue consisted of fees from
services related to drug development, including primarily preclinical safety and
pharmacology studies and related laboratory services. Revenue reported by
TherImmune for the same period in 2003 was $5.7 million (excluding sales to Gene
Logic). The increase in revenue consisted primarily of $1.2 million in fees from
preclinical studies. For 2004, we expect our contract study services revenue to
increase due to recognition of a full years revenue and modest growth
in our preclinical safety and pharmacology study services.

Cost
  of Contract Study Services Revenue.Cost of contract study services revenue
  for the three months ended March 31, 2004 was $5.9 million. Such costs consisted
  primarily of all identifiable direct and indirect costs related to conducting
  contract study services, including direct and indirect labor, study materials,
  facility costs and depreciation. Our
  gross margin for the first quarter of 2004 was 7%. For 2004, we expect modest
  improvements in our gross margin resulting from anticipated increases in sales
  volume and price and reduced outsourcing expenses.

Database
  Production Expense.Database production expenses, which consisted primarily
  of costs related to the acquisition and processing of tissues and overhead expenses
  needed to generate the content of the GeneExpress System, decreased to $12.7
  million for the three months ended March 31, 2004 from $13.6 million for the
  same period in 2003. The decrease in 2004 consisted primarily of a $0.9 million
  reduction in database content generation expenses, primarily resulting from
  more focused content development of our GeneExpress System. For 2004, we expect
  database production expenses to remain at 2003 levels, reflecting our continuing
  efforts to focus content development in areas of most interest to our customers.

Research
and Development Expense.Research and development expenses decreased to $0.4
million for the three months ended March 31, 2004 from $0.6 million for the same
period in 2003. Such expenses included the costs associated with our efforts to
improve the processes currently used in the production of our GeneExpress
System, as well as evaluations of alternative technology platforms.

Selling,
General and Administrative Expense.Selling, general and administrative
expenses, which consisted primarily of costs of sales and marketing, finance and
accounting, legal, human resources and other general corporate operations,
increased to $6.5 million for the three months ended March 31, 2004 from $4.5
million for the same period in 2003, primarily as a result of our acquisition of
TherImmune. For 2004, we expect selling, general and administrative expenses to
increase, mainly due to a full years costs associated with our contract
study services business and, to a lesser extent, anticipated costs in
establishing international sales and customer support efforts in Europe.

Net
Interest Income.Net interest income decreased to $0.3 million for the three
months ended March 31, 2004 from $0.7 million for the same period in 2003, due
primarily to a decline in our balance of cash, cash equivalents and marketable
securities available-for-sale resulting from our use of cash to fund the
TherImmune acquisition completed on April 1, 2003, and, to a lesser degree, a
decline in the rates of return.

10.

---



Income
Tax Expense.Income tax expense, which consisted of a Japanese government
withholding tax on certain payments by our Japanese customers, increased to $0.6
million for the three months ended March 31, 2004 from $0.5 million for the same
period in 2003, as we recognized additional fees in 2004 from such customers. In
2004, the U.S. and Japan agreed to a new tax treaty, which will result in the
elimination of the withholding tax effective July 1, 2004. For 2004, we expect
income tax expense to decrease significantly as a result of this elimination of
the withholding tax.

To
take advantage of such changes to the tax treaty, we expect to defer, from the
second quarter of 2004 until the beginning of the third quarter of 2004, cash
payments in the amount of $8.8 million from our Japanese distributor, which will
result in tax expense savings in the second quarter of 2004.

LIQUIDITY
AND CAPITAL RESOURCES

From
inception through March 31, 2004, we have financed our operations and
acquisitions through the issuance and sale of equity securities and payments
from customers. As of March 31, 2004, we had approximately $110.8 million in
cash, cash equivalents and marketable securities available-for-sale, compared to
$111.8 million as of December 31, 2003.

Net
cash used in operating activities decreased to $0.4 million for the three months
ended March 31, 2004 from $7.9 million for the same period in 2003, primarily
due to the timing of customer and vendor payments.

During
the three months ended March 31, 2004 and 2003, our investing activities
consisted primarily of purchases, sales and maturities of available-for-sale
securities, capital expenditures and software development costs. Capital
expenditures for the three months ended March 31, 2004 and 2003 amounted to $0.8
million and $0.2 million, respectively. The increase in capital expenditures was
primarily due to additional equipment purchases in connection with the build-out
of our facilities for expanded capacity and capabilities. For 2004, capital
expenditures could increase due to additional facility build-out requirements
and equipment purchases.

We
have capitalized software development costs of $1.0 million and $1.8 million for
the three months ended March 31, 2004 and 2003, respectively. These costs relate
to ongoing efforts to enhance the software platform of our GeneExpress System.
The decrease in software development costs was primarily due to the rebalancing
of our workforce to strengthen our contract study services business. Software
development costs are being amortized over their expected useful life of three
years. For 2004, software development costs are expected to continue, but at a
reduced rate due to the rebalancing, as a result of ongoing efforts to further
enhance the software platform of our GeneExpress System. In addition, we expect
to incur database upgrade costs in 2004 to further enhance certain content of
our GeneExpress System.

Our
financing activities, other than the repayment of capital lease obligations and
equipment loans, consisted of the exercise of stock options and participation in
our employee stock purchase plan.

To
take advantage of recent changes to the tax treaty between the U.S. and Japan,
we expect to defer, from the second quarter of 2004 until the beginning of the
third quarter of 2004, cash payments in the amount of $8.8 million from our
Japanese distributor.

Future
minimum capital lease payments, long-term debt payments, payment obligations
under our Affymetrix agreement (as described in our Annual Report on Form 10-K
for the year ended December 31, 2003) and operating lease payments are listed
below:

|                                | Total |  | Within
      9
      Months |        | 2005
      & 2006 |   | 2007
      & 2008 |  | Beyond
      2008 |       
|------------------------------- | ----- |  | --------------------------- | ------ | ----------------- | - | ----------------- |  | ----------------- | ------
|                                |       |  |                             |        |                   |   |                   |  |                   |       
|Capital
      lease obligations |       |  | $                           | 497    |                   | $ | 120               |  | $                 | 316   
|Long-term
      debt            |       |  |                             | 700    |                   |   | 482               |  |                   | 91    
|Payment
      obligations       |       |  |                             | 7,000  |                   |   | 3,000             |  |                   | 4,000 
|Operating
      leases          |       |  |                             | 30,425 |                   |   | 3,536             |  |                   | 9,711 
|                                |       |  |                             |        |                   |   |                   |  |                   |       
|Total                           |       |  | $                           | 38,622 |                   | $ | 7,138             |  | $                 | 14,118
|                                |       |  |                             |        |                   |   |                   |  |                   |       
|                                |       |  |                             |        |                  

We
believe that existing cash, cash equivalents and marketable securities
available-for-sale and anticipated payments from customers will be sufficient to
support our operations for the foreseeable future. These estimates are
forward-looking statements that involve risks and uncertainties. Our actual
future capital requirements and the adequacy of our available funds will depend
on many factors, including those discussed under Item 1.
BusinessRisks Related to Our Business in our Annual Report on
Form 10-K for the year ended December 31, 2003.

11.

---



CRITICAL
ACCOUNTING POLICIES

Our
consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States, which requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from these estimates. The following discussion highlights what we believe to be
the critical accounting policies and judgments made in the preparation of these
consolidated financial statements.

REVENUE
  RECOGNITION

Information
Services Revenue. Information services revenue consists primarily of fees earned under subscription agreements for all or parts of the
Companys gene expression reference database, the GeneExpress System. Each
of the subscription agreements with our GeneExpress System customers is
typically for a specific multi-year term. Our revenue from such subscription
agreements is recognized ratably over the period during which the customer has
access to the GeneExpress System. Such agreements provide for termination in the
event of a breach of the agreement by either party or a bankruptcy or insolvency
of either party. Certain subscription agreements include a right of early
termination (which, in some instances, is subject to conditions) by the
customer, without penalty, on a specified date prior to the normal expiration of
the term. If an agreement has a right of early termination, revenue is
recognized ratably over the subscription term up to the possible date of early
termination, based on subscription fees earned under the agreement through the
possible date of early termination. If such early termination does not occur,
the balance of the subscription fees earned under the agreement is recognized as
revenue ratably over the remaining term of the agreement.

Revenue
recognized for multiple element contracts is allocated to each element of the
arrangement based on the relative fair value of the element. The determination
of fair value of each element is based on our analysis of objective evidence
from comparable sales of the individual element. If such evidence of fair value
for any element of the arrangement does not exist, revenue from such element is
deferred until such time that evidence of fair value does exist or is recognized
ratably over the longest performance period of the remaining elements.

Contract
Study Services Revenue. Contract study services revenue is primarily derived
from fixed price contracts with pharmaceutical and biotechnology companies. In
addition, we derive revenue from cost plus contracts with U.S. Government
entities. Revenue is recognized on fixed price contracts as services are
performed, based primarily upon the percentage of hours worked (including
subcontractor hours) compared to the total estimated hours for the contract. We
believe that hours worked is the best measure of proportional performance under
fixed price contracts. Revenue is recognized on cost plus contracts on the basis
of the direct costs incurred plus indirect costs and an allocable portion of the
fee earned. Billings under government contracts are based on provisional billing
rates which permit recovery of fringe benefits, overhead and general and
administrative expenses not exceeding certain limits. These indirect expense
rates are subject to review by the U.S. Government on an annual basis. When the
final determination of the allowable rates for any year has been made, billings
may be adjusted accordingly. Cost and profit estimates are reviewed periodically
as the work progresses, and adjustments, if needed, are reflected in the period
in which the estimates are revised. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined.

Our
revenue recognition policy is significant because revenue is a key component of
our results of operations. Revenue is recognized in accordance with the
Securities and Exchange Commissions (SEC) Staff Accounting
Bulletin (SAB) No. 104, Revenue Recognition
(SAB 104). SAB 104 requires four basic criteria be met before
revenue can be recognized: 1) persuasive evidence of an arrangement exists; 2)
delivery has occurred or services rendered; 3) the fee is fixed and
determinable; and 4) collectability is reasonably assured. As to 1), our
business practices require that our services be performed pursuant to contracts
with our customers. As to 2), we recognize revenue when services are rendered to
our customers. Determination of 3) and 4) are based on managements
judgments regarding the fixed nature of our arrangements taking into account
termination provisions and the collectability of fees under our arrangements. In
addition, management reviews costs billed under our government contracts to
ensure compliance with governmental regulations and cost and profit estimates on
uncompleted contracts. Should changes in conditions cause management to
determine these criteria are not met for certain future arrangements, that
billed costs under our government contracts are not allowed or that cost or
profit estimates change resulting in losses under such contracts, revenue
recognized for any reporting period would be adjusted and could be adversely
affected.

GOODWILL
  AND INTANGIBLE ASSETS IMPAIRMENT

We
have recorded goodwill of $43.0 million and an intangible asset, customer
relationships, of $2.5 million as a result of the acquisition of TherImmune.
Prior to the acquisition, we had recorded goodwill and other intangible assets,
including licenses to technologies or data, patent costs and software
development and database upgrade costs. The determination of their estimated
useful lives and whether or not any of these assets are impaired involves
significant judgment, including the following:

- our
    licenses and internally developed intellectual property may not provide valid
    and economical competitive advantage;
- our
    services may become obsolete before we recover the costs incurred in connection
    with their development;
- our
    use of such assets; and
- the
    fair value of each business segment relative to its book value.

12.

---



Under
Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", we are required to perform annual impairment tests of our goodwill and
intangible assets and more frequently in certain circumstances. We have elected
to test for goodwill impairment as of October 1 of each year. The goodwill
impairment test is a two-step process, which requires management to make
judgments in determining what assumptions to use in the calculation. Our annual
impairment assessment as of October 1, 2003 did not indicate impairment of our
goodwill. The calculation includes managements assumptions relating to
projected growth in revenue and gross margins and discount rates. Should
conditions change in the future causing management to determine that these rates
should be reduced, the resulting effect would be a reduction in the fair value
of a reporting unit. As such, this could adversely affect the reported value of
goodwill and cause us to have an impairment of goodwill.

ACCOUNTS
  RECEIVABLE AND UNBILLED SERVICES

Our
ability to collect outstanding receivables and unbilled services from our
customers is critical to our operating performance and cash flows. Typically,
arrangements with our customers require that the payments for our services be
made in advance, based upon the achievement of milestones or in accordance with
predetermined payment schedules. In the past, we have not had a history of
collectability problems with our customers; however, we have recorded an
allowance for doubtful accounts at March 31, 2004 based on our estimate of
accounts receivable that are at risk of collection. Further, as we continue to
expand our customer base, the risk of collectability may increase and management
will continue to make estimates as to collectability of such accounts. If the
financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, an increase in the allowance for
doubtful accounts may be required.

INVENTORY

We
maintain an inventory of tissue samples collected from various commercial and
academic sites that are used to expand the content of our GeneExpress System. We
assess the quality and supply of samples in excess of our current requirements
in determining appropriate reserves. Our methods for calculating these reserves
are based both on historical performance and management estimates. Inventory
reserves are reviewed for adjustment on an ongoing basis. Changes in tissue
quality and/or our requirements for their use could potentially cause
adjustments to these reserves that might have a material impact on our financial
statements.

EQUITY
  INVESTMENTS

We
hold equity investments in several companies whose businesses may be
complementary to our business. We record an investment impairment charge when it
is believed that an investment has experienced a decline in value that is other
than temporary. Future adverse changes in market conditions or poor operating
results of the underlying investee could result in losses or an inability to
recover the carrying value of these investments that may not be reflected in an
investments current carrying value, thereby possibly requiring an
impairment charge in the future.

RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS

In
  December 2003, the Financial Accounting Standards Board issued a revised Interpretation
  No. 46, “Consolidation of Variable Interest Entities” (“Interpretation
  No. 46”), addressing consolidation of entities in which a company is a
  primary beneficiary. Interpretation No. 46 was effective immediately for arrangements
  entered into or modified after January 31, 2003 and during the quarter ended
  March 31, 2004 for arrangements entered into or modified before February 1,
  2003. We have investments in several variable interest entities; however, we
  are not a primary beneficiary in any entity. Accordingly, the adoption of Interpretation
  No. 46 had no impact on our financial position or results of operations.

Item
3. Quantitative and Qualitative Disclosure about Market Risk

We
have limited exposure to financial market risks, including changes in interest
rates. At March 31, 2004, we had cash and cash equivalents of approximately
$53.7 million and marketable securities available-for-sale of an additional
$57.2 million. We invest our excess cash primarily in money market funds,
obligations of the United States government and its agencies and marketable debt
securities of companies with strong credit ratings. These instruments have
maturities of twenty-four months or less when purchased. We do not utilize
derivative financial instruments, derivative commodity instruments or other
market risk sensitive instruments, positions or transactions in any material
fashion. Accordingly, we believe that, while the instruments we hold are subject
to changes in the financial standing of the issuer of such securities, we are
not subject to any material risks arising from changes in foreign currency
exchange rates, commodity prices, equity prices or other market changes that
affect market risk sensitive instruments. Based on our cash and cash equivalents
and marketable securities available-for-sale balances at March 31, 2004, a 100
basis point adverse movement in interest rates would have resulted in an
increase in the net loss for the three months ended March 31, 2004 of
approximately $0.3 million. Actual changes in rates may differ from the
hypothetical assumptions used in computing this exposure.

13.

---



Item
4. Controls and Procedures

During
the first quarter of 2004, we installed a new accounting system that allowed us
to eliminate two separate accounting systems, one for Gene Logic and one resulting from the acquisition
of TherImmune, and we modified our internal controls where necessary to reflect
the new system. These modifications have enabled us to maintain the
effectiveness of our internal controls.

As
of March 31, 2004, an evaluation was performed under the supervision and with
the participation of our management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on that evaluation, our management,
including the Chief Executive Officer and Chief Financial Officer, concluded
that our disclosure controls and procedures were effective as of March 31, 2004.

PART
II     OTHER INFORMATION

Item 1.
Legal Proceedings

We
are not currently a party to any material legal proceedings.

Item
2. Change in Securities and Use of Proceeds

None.

Item 3.
Defaults Upon Senior Securities

None.

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

None.

Item
5. Other Information

None.

Item
  6. Exhibits and Reports on Form 8-K

|A) |  | Exhibits:                                                                                                                                                              
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                                                                                                                                                                        
|   |  | 31                                                                                                                                                                     
|   |  |                                                                                                                                                                        
|   |  | 32                                                                                                                                                                     
|   |  |                                                                                                                                                                        
|B) |  | Reports
      on Form 8-K:                                                                                                                                             
|   |  |                                                                                                                                                                        
|   |  | During
      the three months ended March 31, 2004, the Company filed the following reports:                                                                           
|   |  |                                                                                                                                                                        
|   |  | The
      Current Report on Form 8-K, filed on March 2, 2004, with respect to the
      Companys financial results for the three months ended December 31,
      2003.

14.

---



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.

|      |             | GENE
      LOGIC INC.
|----- | ----------- | ---------------------
|      |             |                      
|Date: | May 7, 2004 | By:                  
|      |             |                      
|      |             |                      
|      |             |                      

15.

---