<PAGE>   1
                                  UNITED STATES
                       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, 2000.

                                       OR





[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          FOR THE TRANSITION PERIOD FROM _______________TO _______________.


                         COMMISSION FILE NUMBER 0-23317


                                 GENE LOGIC INC.

             (Exact name of registrant as specified in its charter)


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



                             708 QUINCE ORCHARD ROAD
                          GAITHERSBURG, MARYLAND 20878
                    (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 [X]   NO  [ ]

The number of shares outstanding of the Registrant's Common Stock, $.01 par
value, was 25,449,991 as of April 30, 2000.
<PAGE>   2
                                 GENE LOGIC INC.


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                              <C>
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements
Consolidated Balance Sheets at March 31, 2000 and December 31, 1999.............    3
Consolidated Statements of Operations for the Three Months Ended
         March 31, 2000 and 1999................................................    4
Consolidated Statements of Cash Flows for the Three Months Ended
         March 31, 2000 and 1999................................................    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

PART II     OTHER INFORMATION

Item 1.  Legal Proceedings......................................................   13

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.......................................   15

Signatures......................................................................   16

</TABLE>

                                       2.
<PAGE>   3
PART I     FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                                 GENE LOGIC INC.
                           CONSOLIDATED BALANCE SHEETS
              (IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PAR VALUE)
<TABLE>
<CAPTION>

                                                                                       MARCH 31,      DECEMBER 31,
                                                                                         2000           1999
                                                                                      ---------       ---------
                                                                                      (Unaudited)
<S>                                                                                   <C>             <C>
                          ASSETS
Current Assets:
     Cash and cash equivalents .................................................      $ 257,496       $   5,294
     Marketable securities available-for-sale ..................................           --             7,152
     Due from collaborators ....................................................          5,396           3,549
     Inventory .................................................................          1,388           1,735
     Prepaid expenses ..........................................................          1,024             822
     Other current assets ......................................................          1,261           1,335
                                                                                      ---------       ---------
         Total Current Assets ..................................................        266,565          19,887
Property and Equipment, net ....................................................         10,475          10,527
Long-term Investment ...........................................................          1,000           1,000
Notes Receivable from Employee .................................................            113             735
Goodwill, net ..................................................................          5,344           5,725
Intangible and Other Assets, net ...............................................          4,070           3,292
                                                                                      ---------       ---------
         Total Assets ..........................................................      $ 287,567       $  41,166
                                                                                      =========       =========

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
      Accounts payable .........................................................      $   2,806       $   4,506
      Accrued expenses .........................................................          3,833           2,759
      Current portion of capital lease obligation ..............................             67             192
      Current portion of long-term debt ........................................          1,346           1,335
      Deferred revenue .........................................................          7,609           5,672
                                                                                      ---------       ---------
          Total Current Liabilities ............................................         15,661          14,464
Capital Lease Obligation .......................................................           --               201
Long-Term Debt .................................................................          2,618           2,862
Other Noncurrent Liabilities ...................................................            584             571
                                                                                      ---------       ---------
             Total Liabilities .................................................         18,863          18,098
                                                                                      ---------       ---------
Commitments and Contingencies
Stockholders' Equity:
      Preferred Stock, $.01 par value; 10,000,000 shares authorized; no shares
       issued and outstanding as of March 31, 2000 and December 31, 1999 .......           --              --
      Common Stock, $.01 par value; 60,000,000 shares authorized; 25,441,239 and
       20,005,688 shares issued and outstanding as of March 31, 2000 and
       December 31, 1999, respectively .........................................            254             200
      Additional paid-in capital ...............................................        353,685         103,497
      Deferred compensation on stock options, net ..............................         (2,113)         (2,488)
      Accumulated other comprehensive loss .....................................           --                (3)
      Accumulated deficit ......................................................        (83,122)        (78,138)
                                                                                      ---------       ---------
         Total Stockholders' Equity ............................................        268,704          23,068
                                                                                      ---------       ---------
         Total Liabilities and Stockholders' Equity ............................      $ 287,567       $  41,166
                                                                                      =========       =========
</TABLE>

                             See accompanying notes.


                                       3.
<PAGE>   4
                                 GENE LOGIC INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED
                                                                 MARCH 31,
                                                            2000           1999
                                                         --------       --------
<S>                                                      <C>            <C>
Revenues ..........................................      $  4,998       $  4,067
Expenses:
  Research and development ........................         8,479          7,031
  Selling, general and administrative .............         3,379          1,773
  Amortization of goodwill ........................           381            381
                                                         --------       --------
       Total expenses .............................        12,239          9,185
                                                         --------       --------
       Loss from operations .......................        (7,241)        (5,118)
Interest income, net ..............................         2,357            239
Other income (expense) ............................          --               30
                                                         --------       --------
       Loss Before Income Tax Expense .............        (4,884)        (4,849)
Income tax expense ................................           100            100
                                                         --------       --------
       Net Loss ...................................      $ (4,984)      $ (4,949)
                                                         ========       ========
Basic and Diluted Net Loss Per Common Share .......      $  (0.21)      $  (0.25)
                                                         ========       ========
Shares Used In Computing Basic and Diluted Net Loss
   Per Common Share ...............................        23,498          19,710
                                                         ========       ========
</TABLE>

                             See accompanying notes.


                                       4.
<PAGE>   5
                                 GENE LOGIC INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                  ---------------------------
                                                                     2000           1999
                                                                  ---------       ---------
<S>                                                               <C>             <C>
  Cash Flows From Operating Activities:
  Net loss .................................................      $  (4,984)      $  (4,949)
  Adjustments to reconcile net loss to net cash flows from
     operating activities:
     Depreciation and amortization .........................          1,037             707
     Amortization of goodwill ..............................            381             381
     Amortization of deferred compensation .................            375             375
     Other non-cash expense ................................             73            --
  Changes in operating assets and liabilities:
     Due from collaborators ................................         (1,847)            751
     Inventory .............................................            347            --
     Prepaid expenses ......................................           (202)           (130)
     Other current assets ..................................             74            (155)
     Intangibles and other assets ..........................           (898)           (225)
     Accounts payable ......................................         (1,700)            397
     Accrued expenses ......................................          1,074          (1,582)
     Accrued restructuring .................................           --               (96)
     Deferred revenue ......................................          1,937           1,304
     Other noncurrent liabilities ..........................             13              22
                                                                  ---------       ---------
          Net Cash Flows From Operating Activities .........         (4,320)         (3,200)
                                                                  ---------       ---------
  Cash Flows From Investing Activities:
    Purchases of property and equipment ....................         (1,152)           (876)
    Decrease in notes receivables from employees ...........            622            --
    Proceeds from sale and maturity of marketable securities
      available-for-sale ...................................          7,155            --
                                                                  ---------       ---------
          Net Cash Flows From Investing Activities .........          6,625            (876)
                                                                  ---------       ---------
  Cash Flows From Financing Activities:
     Proceeds from public offering .........................        262,080            --
     Issuance costs of public offering .....................        (14,624)           --
     Proceeds from issuance of common stock ................          2,713             189
     Repayments of financing agreement .....................           --               (48)
     Repayments of capital lease obligations and
        equipment loans ....................................           (272)           (320)
                                                                  ---------       ---------
          Net Cash Flows From Financing Activities .........        249,897            (179)
                                                                  ---------       ---------
  Net Increase (Decrease) in Cash and Cash Equivalents .....        252,202          (4,255)
  Cash and Cash Equivalents, beginning of period ...........          5,294          16,191
                                                                  ---------       ---------
  Cash and Cash Equivalents, end of period .................      $ 257,496       $  11,936
                                                                  =========       =========
Supplemental Disclosure:
     Interest expense paid .................................      $      91       $     112
                                                                  =========       =========
Non-Cash Transaction:
     Capital lease termination..............................      $     288       $    -
                                                                  =========       =========
</TABLE>

                             See accompanying notes.


                                       5.
<PAGE>   6
                                 GENE LOGIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000
                                   (UNAUDITED)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

         The unaudited consolidated financial statements include the accounts of
Gene Logic Inc. and its wholly owned subsidiary (the "Company"). The
accompanying unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. The consolidated balance sheet as of March 31, 2000, consolidated
statements of operations for the three months ended March 31, 2000 and 1999 and
the consolidated statements of cash flows for the three months ended March 31,
2000 and 1999 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 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 generally accepted accounting
principles 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 financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.

Comprehensive Loss

         The Company accounts for comprehensive loss as prescribed by Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS No. 130"). Comprehensive income 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. The Company's other
comprehensive loss includes unrealized holding gains (losses) from marketable
securities available-for-sale for the three months ended March 31, 2000 and 1999
as follows:
<TABLE>
<CAPTION>

                                                                   MARCH 31,
                                                           ----------------------
                                                             2000          1999
                                                           -------       -------
                                                               (in thousands)
<S>                                                        <C>           <C>
Net Loss ............................................      $(4,984)      $(4,949)
Other comprehensive income (loss), net of tax:
  Unrealized gains (losses) on marketable securities             3           (17)
                                                           -------       -------
     Total other comprehensive income (loss) ........            3           (17)
                                                           -------       -------
Comprehensive Loss ..................................      $(4,981)      $(4,966)
                                                           =======       =======
</TABLE>

                                       6.
<PAGE>   7
Marketable Securities Available-for-Sale

         All marketable securities are classified as available-for-sale.
Available-for-sale securities are carried at fair value with accumulated
unrealized gains and losses reported as a separate component of stockholders'
equity in the accompanying consolidated balance sheets. Realized gains and
losses and declines in value judged to be other than temporary for
available-for-sale securities are included in other income.


Goodwill

         Goodwill, from the acquisition of Oncormed, Inc. ("Oncormed") in
September 1998, represents the excess of the purchase price over the fair market
value of the net assets acquired. Goodwill is being amortized over five years at
a rate of approximately $1.5 million per year. Amortization expense was $0.4
million for the three months ended March 31, 2000 and 1999. Accumulated
amortization of goodwill was $2.3 million and $1.9 million as of March 31, 2000
and December 31, 1999, respectively.


Revenue Recognition

         Technology and database access fees are recognized evenly over the term
of the Company's collaboration agreements. Revenues from research and
development support are recognized when they are earned which is ordinarily when
the work is performed or costs are incurred. Milestone payments are recognized
as revenue in accordance with the applicable performance requirements and
contractual terms. Subscription fees to the GeneExpress(TM) database suite are
recognized evenly over the term of the subscription. Revenues for such amounts
are deferred until earned.

         Nonrefundable upfront payments received for the value of data
purchased, transferred technology or other contractual rights that are not
contingent upon future performance under the terms of the collaboration
agreements are recognized as revenue when earned. Under collaboration agreements
in which the Company creates a research database in exchange for a fixed fee,
revenues from such collaborations are recognized on the percentage-of-completion
method.

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements ("SAB
101"). SAB 101 is based upon existing accounting rules and provides guidance on
how those rules should be applied. SAB 101 specifically addresses revenue
recognition for nonrefundable upfront fees in the biotechnology industry. Should
a change in accounting policy be necessary, the change would be reported as a
cumulative effect adjustment with resulting deferred revenue being recognized in
future periods over the remaining terms of the agreements. The Company will
adopt SAB 101 for the second quarter of fiscal 2000 and is currently evaluating
the effect the implementation of SAB 101 will have on its results of operations
and financial position.



                                       7.
<PAGE>   8
NOTE 2.  STOCKHOLDERS EQUITY

         On February 1, 2000, the Company completed a public offering of its
common stock at $56.00 per share. The Company sold 4,680,000 shares, including
the underwriters' over-allotment option. Net proceeds to the Company, after
deducting the underwriting discounts and commissions and offering expenses, were
approximately $247.5 million.

NOTE 3.  LITIGATION:

         On October 19, 1999, a lawsuit was filed in the Circuit Court of Cook
County, Illinois against Oncormed, Inc. and Gene Logic Inc. alleging that
Oncormed was negligent in determining and reporting laboratory test results of
a genetic test conducted by Oncormed. Oncormed sold its testing business to a
third-party company prior to our acquisition of Oncormed. We are not engaged in
any type of genetic testing, nor do we have plans to enter such markets. We
maintain insurance coverage against such claims, and do not believe this action
will have a material adverse impact on our business, financial condition or
results of operations.

In December 1999, Incyte Pharmaceuticals, Inc. ("Incyte") filed an  action
against the Company in the United States District Court for the Northern
District of California, Case No. C99-5180 MJJ. In the action, Incyte asserts
claims against the Company for infringement of certain patent rights held by
Incyte.  The alleged infringement involves the Company's use of a process that
Affymetrix, Inc. recommends be used in preparation of samples for use with
the Affymetrix GeneChip(R). The Company intends to defend its position
vigorously. There can be no guarantee that such defense will be successful and
neither the ultimate outcome  nor the range of any losses resulting from this
action can be made at this  time. This action will continue to
require significant  management time and expense for the foreseeable future.

NOTE 4.  SEGMENT INFORMATION

         At December 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and
Related Information" ("SFAS No. 131"). SFAS No. 131 establishes standards for
reporting information about operating segments in annual and interim financial
statements and related disclosures about its products, services geographic areas
and major customers. The Company's operations are treated as one operating
segment.

         The following is a breakdown of revenue by major collaborators
exceeding ten percent (10%) of such revenues and by geographic areas:

<TABLE>
<CAPTION>
                                                  MAJOR COLLABORATORS                     GEOGRAPHIC AREA
                                            ---------------------------------       --------------------------
                                              A        B        C        D           JAPAN     EUROPE      US
                                            -----   ------    ------   -----         ------    ------    -----
<S>                                         <C>     <C>       <C>      <C>           <C>       <C>       <C>
  For the three months ended:
   March 31, 2000.......................      38%      22%      --       11%            38%       11%       22%
   March 31, 1999.......................      38%      26%      16%      14%            38%       30%       26%
</TABLE>


                                       8.
<PAGE>   9
ITEM 2.  MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

      This Report on Form 10-Q contains forward-looking statements that involve
risks and uncertainties. We generally use words such as "anticipate,"
"estimate," "plans," "projects," "continuing," "ongoing," "expects," "management
believes," "we believe," "we intend" and similar expressions to indicate when we
are making forward-looking statements. You should not place undue reliance on
these forward-looking statements. The forward-looking statements speak only as
of the date on which they are made, and we undertake no obligation to update any
forward-looking statement. Forward-looking statements include statements about
the performance and utility of our products, the timing and availability of
products under development, the ability of our customers to develop products
identified using our products, the adequacy of capital resources and other
expectations, plans, objectives, assumptions or future events. These statements
involve estimates, assumptions and uncertainties that could cause actual results
to differ materially from those expressed in this Report on Form 10-Q. These
risks and uncertainties include, but are not limited to, the extent of
utilization of genomic information by the pharmaceutical and biotechnology
industries in both research and development, our ability to retain existing and
obtain additional database customers, risks relating to the development of
genomic database products and their use by existing and potential customers, the
impact of technological advances and competition, our ability to enforce our
intellectual property rights, and the impact of the intellectual property rights
of others, as well as other risks and uncertainties included in our Annual
Report on Form 10-K for the year ended December 31, 1999 filed with the
Securities and Exchange Commission.

         GeneExpress(TM) and Flow-thru Chip(TM) are our trademarks. GeneChip(R)
is a registered trademark of Affymetrix, Inc.

OVERVIEW

         We were incorporated in September 1994 and have devoted substantially
all of our resources to the development of our genomics technologies,
bioinformatics systems and database products for use in pharmaceutical,
diagnostic and agricultural product research and development. Our current
customers include American Home Products Corp.'s Wyeth-Ayerst Research unit,
Aventis, Aventis CropScience, Fujisawa Pharmaceutical Co., Ltd., Japan Tobacco
Inc., Merck & Co., Inc., N.V. Organon, a unit of Akzo Nobel NV, NeuralStem
Biopharmaceuticals, Ltd., PE Biosystems, Pfizer Inc., Procter & Gamble
Pharmaceuticals, Inc., Schering-Plough Corporation's Schering-Plough Research
Institute, SmithKline Beecham PLC, Therapeutic Genomics, Inc. and UCB Research
Inc., a division of UCB Pharma.

         Since 1997, we have developed custom gene expression databases designed
for each of our customers' internal programs and needs and targeted to specific
therapeutic areas of interest, including heart failure, kidney disease,
osteoporosis, psychiatric disorders and other major illnesses. Building on this
know-how, in March 1999, we began developing our GeneExpress database suite of
reference gene expression information. The GeneExpress databases contain
information from a broad range of normal and diseased human tissues, tissues
from experimental animals, human and animal cell lines and tissues that have
been treated with many different drugs. We completed development of the first
commercial version of the GeneExpress database suite in November 1999. We
currently market GeneExpress through nonexclusive subscriptions to customers in
the pharmaceutical, biotechnology and diagnostic industries, and are developing
versions of the database suite to market to the academic and government life
science research community and to physicians and patients. We sold our first
GeneExpress subscription in December 1999.

         Customers for our custom database and related software products can
provide us with various combinations of recurring technology and database access
fees, research fees, certain additional payments upon the attainment of research
and product development milestones, royalty payments based on sales of any
products resulting from their use of our products, and nonrefundable upfront
payments all of which are recognized as revenue in accordance with relevant
generally accepted accounting principles.

                                       9.
<PAGE>   10
Subscribers to our GeneExpress database suite pay us varying database
subscription fees depending upon the level and type of information they obtain.

         Technology and database access fees are recognized evenly over the term
of each customer agreement. We recognize revenues from research and development
support when they are earned which is ordinarily when the work is performed or
costs are incurred. Milestone payments and royalties are recognized when they
are earned in accordance with the applicable performance requirements and
contractual terms. Subscription fees to the GeneExpress database suite are
recognized evenly over the term of the subscription. Revenues for such amounts
are deferred until earned. Nonrefundable upfront payments received for the value
of data purchased, transferred technology or other contractual rights that are
not contingent upon future performance under the terms of the agreements are
recognized as revenue when earned. Under collaboration agreements in which we
create research databases in exchange for fixed fees, revenues from such
collaborations are recognized on the percentage-of-completion method.

         Our future profitability will depend in part on the successful
establishment of agreements with additional customers which include various
combinations of genomic databases, bioinformatics software and genomics
technology and the successful commercialization of our GeneExpress database
suite. Payments for access to custom databases and the GeneExpress database
suite are expected to be our primary source of revenue for the foreseeable
future. We have not received, and do not expect to receive, significant royalty
or other revenues from development and commercialization of products by our
customers using our databases and other technology for several years, if at all.
Revenues from our customers may be subject to significant fluctuation in both
timing and amount, and, therefore, our results of operations for any period may
not be comparable to the results of operations for any other period.

         We have incurred operating losses in each year since our inception. At
March 31, 2000, we had accumulated operating losses of approximately $83.1
million. Our losses have resulted principally from costs incurred in the
development of our gene expression databases, a $35.2 million non-recurring
charge incurred in connection with our acquisition of Oncormed and general and
administrative costs associated with our operations. These costs have exceeded
our revenues which, to date, have been generated principally from agreements for
our custom database and related software products. We expect to incur additional
operating losses in future years.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2000 and March 31, 1999

         Revenues increased $0.9 million or twenty-three percent (23%) to $5.0
million for the three months ended March 31, 2000 from $4.1 million for the same
period in 1999. The increase in revenues resulted primarily from our sale of
subscriptions to the GeneExpress database suite as well as the addition of new
custom database customers. Payments from each of Aventis CropScience, Japan
Tobacco and Procter & Gamble accounted for 10% or more of revenues for the three
months ended March 31, 2000, and payments from each of Aventis CropScience,
Japan Tobacco, Organon and Procter & Gamble accounted for 10% or more of
revenues for the same period in 1999. In March 2000, we entered into a series of
agreements with NeuralStem that resulted in the purchase, by NeuralStem, of a
module of the GeneExpress database, and we did not recognize any revenue from
such sale in the three months ended March 31, 2000. We expect to record revenue
in future periods over the term of the agreements with NeuralStem.

         Research and development expenses increased to $8.5 million for the
three months ended March 31, 2000 from $7.0 million for the same period in 1999.
The increase in research and development expenses was primarily attributable to
an approximate increase of $1.3 million in laboratory supplies relating to our
efforts in building our GeneExpress database suite which started in 1999, and
expansion of our custom database business to accommodate new and expanded
relationships with customers. We expect research and development expenses to
increase as we expand our


                                      10.
<PAGE>   11

GeneExpress database suite, maintain new and expanding custom database
development programs, and further develop the Flow-thru Chip.

         Selling, general and administrative expenses increased to $3.4 million
for the three months ended March 31, 2000 from $1.8 million for the same period
in 1999. These costs include the costs of corporate operations, finance and
accounting, human resources, sales and marketing and other general operations.
Approximately $1.0 million of the increase in selling, general and
administrative expenses was attributable to increases in personnel expenses,
recruiting costs and employee travel related to the expansion of our sales and
marketing efforts and general business operations. We expect that selling,
general and administrative expenses will increase as we expand our product
offerings and sales and marketing efforts.

         Amortization of goodwill was $0.4 million for the three months ended
March 31, 2000 and 1999 as a result of the acquisition of Oncormed in September
1998.

         Net interest income increased to $2.4 million for the three months
ended March 31, 2000 from $0.2 million for the same period in 1999 primarily due
to investment of the proceeds of our public offering of common stock in February
2000.

LIQUIDITY AND CAPITAL RESOURCES

         From inception through March 31, 2000, we financed our operations
through the sale of equity securities, payments under agreements with customers,
and equipment and tenant improvement financing. In February 2000, we completed a
public offering of 4,680,000 shares of our common stock (including exercise of
the underwriters' over-allotment option), generating net proceeds of
approximately $247.5 million. As of March 31, 2000, we have also obtained $0.5
million of capital lease financing and $6.3 million under equipment and tenant
improvement loans. As of March 31, 2000, we had approximately $257.5 million in
cash and marketable securities, compared to $12.4 million as of December 31,
1999.

         Net cash used in operating activities was $4.3 million for the three
months ended March 31, 2000 compared to $3.2 million for the same period in
1999. We primarily used cash during the three months ended March 31, 2000 and
1999 to fund our operating losses in addition to expenditures related to
intangibles and other assets.

         During the three months ended March 31, 2000 and 1999, we had
expenditures relating to intangibles and other assets of approximately $0.9
million and $0.2 million, respectively. These expenditures were primarily for
software development costs, patent costs and license fees. We expect to begin
amortization of the capitalized software costs associated with our current
release, GeneExpress 2000, in the second quarter of 2000. These expenditures are
necessary and are expected to increase as a result of continuing efforts to
further enhance the GeneExpress database suite, protect our intellectual
property and to secure rights to current technology.

         Our investing activities, other than sales, maturities and purchases of
available-for-sale securities, consisted of capital expenditures, which totaled
$1.2 million and $0.9 million in the three months ended March 31, 2000 and 1999,
respectively. The increase in capital expenditures from period to period was
primarily due to the increased efforts in building our GeneExpress database
suite for our customers. During the three months ended March 31, 2000, the
promissory notes issued to two of our officers totaling $0.6 million plus
accrued interest to date were repaid.

         Our financing activities, other than the repayment of capital lease
obligations and equipment loans, consisted of the issuance of common stock
primarily through our public offering in February 2000 and the exercise of stock
options.




                                    11.
<PAGE>   12

         In September 1999 and January 2000, we signed amendments to a
Collaboration and License Agreement we entered into in 1997 with Organon, one of
our significant custom database customers. The amendments enable both parties to
limit the scope and accelerate the date of termination of the original
agreement. At the time of the amendment, we discontinued recognizing revenue
related to the agreement, pending a determination by Organon whether to
terminate the agreement. As amended, Organon can terminate our agreement
effective as of September 15, 2000. In consideration for our agreement to allow
early termination by Organon, which would result in the elimination of its
obligation to provide future financial and other support for the collaboration,
Organon agreed to grant us an exclusive perpetual license upon any such early
termination for data developed pursuant to such agreement by Organon and us. We
believe this data has significant value and would significantly enhance our
GeneExpress database suite. If Organon terminates the agreement early, Organon
must pay $2.0 million owed to us, $1.7 million of which has been previously
recognized as revenue, and we must simultaneously purchase, for $2.0 million,
the exclusive license. At this time, we believe it is unlikely that the
agreement will be terminated as permitted by the amendment but cannot be certain
of the ultimate outcome. If the agreement is not terminated, the parties will
remain obligated to perform in accordance with the terms of the agreement, as
amended.

         In March 2000, we entered into a series of agreements with NeuralStem
that resulted in the purchase, by NeuralStem, of a module of the GeneExpress
database. In addition, we will also gain access to NeuralStem's repository of
neural stem cells for gene expression analysis and inclusion into the
GeneExpress database suite. Subsequent to the end of the period, we completed an
equity investment in NeuralStem. No revenue from the sale of the GeneExpress
database module has been recognized in the first quarter of 2000. We expect to
record revenue in future periods over the term of the agreements with
NeuralStem.

         To date, all revenue received by us has been generated principally from
our custom database customers and related software products. We expect that
substantially all increases in revenue for the foreseeable future will come from
subscribers to our GeneExpress database suite. Furthermore, our ability to
achieve profitability will be dependent upon our ability to enter into
additional arrangements with customers and successfully commercialize our
GeneExpress database suite.

         We believe that existing cash and marketable securities and anticipated
cash flow from operations 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 in
our Annual Report on Form 10-K for the year ended December 31, 1999 and the
following:

-        progress of our discovery programs;

-        the number and breadth of these programs;

-        our ability to establish and maintain additional arrangements with
         customers, including additional subscriptions to the GeneExpress
         database suite;

-        the commercial success of the in-process technologies we acquired in
         our acquisition of Oncormed;

-        the progress of the development and commercialization efforts of our
         customers;

-        the level of our activities relating to our independent discovery
         programs and to the development and commercialization rights we retain
         in our arrangements with customers;

-        competing technological and market developments;

-        the costs associated with obtaining access to tissue samples and
         related information; and


                                      12.
<PAGE>   13

-        the costs involved in preparing, filing, prosecuting, maintaining and
         enforcing patent claims and other intellectual property rights.

         We could require additional financing in the future, which we may seek
to raise through public or private equity offerings, debt financing or
arrangements with additional customers. Additional financing or arrangements
with additional customers may not be available when needed, or if available, we
might not be able to obtain them on terms favorable to us and our stockholders.
To the extent that we raise additional capital by issuing equity or convertible
debt securities, ownership dilution to stockholders will result. If adequate
financing is not available when needed, we may be required to:

-        curtail significantly one or more of our research and development
         programs;

-        obtain funds through arrangements with customers that may require us to
         relinquish rights to certain of our technologies, discoveries or
         potential products; or

-        grant licenses on terms that are not favorable to us.


NEW PRONOUNCEMENT

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements ("SAB
101"). SAB 101 is based upon existing accounting rules and provides guidance on
how those rules should be applied. SAB 101 specifically addresses revenue
recognition for nonrefundable upfront fees in the biotechnology industry. Should
a change in accounting policy be necessary, the change would be reported as a
cumulative effect adjustment with resulting deferred revenue being recognized in
future periods over the remaining terms of the agreements. We will adopt SAB 101
for the second quarter of fiscal 2000. We are currently evaluating the effect
the implementation of SAB 101 will have on our results of operations and
financial position.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         We do not hold any financial instruments subject to significant market
risk.

PART II    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

         On October 19, 1999, a lawsuit was filed in the Circuit Court of Cook
County, Illinois against Oncormed, Inc. and Gene Logic Inc. alleging that
Oncormed was negligent in determining and reporting laboratory test results of a
genetic test conducted by Oncormed. Oncormed sold its testing business to a
third-party company prior to our acquisition of Oncormed. We are not engaged in
any type of genetic testing, nor do we have plans to enter such markets. We
maintain insurance coverage against such claims, and do not believe this action
will have a material adverse impact on our business, financial condition or
results of operations.

         In December 1999, Incyte Pharmaceuticals, Inc. filed an action against
us in the United States District Court for the Northern District of California,
Case No. C99-5180 MJJ. In the action, Incyte asserts claims against us for
infringement of certain patents held by Incyte. The alleged infringement
involves our use of a process that Affymetrix recommends be used in the
preparation of samples for use with the Affymetrix GeneChip. We intend to defend
our position vigorously. There can be no guarantee that our defense will be
successful and neither the ultimate outcome nor the range of any losses
resulting from this action can be predicted at this time. We expect this action
will continue to require significant management time and expense for the
foreseeable future.




                                      13.
<PAGE>   14

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

         Recent Sales of Unregistered Securities

         During the quarter ended March 31, 2000, we have sold and issued the
following securities which were not registered under the Securities Act of 1933,
as amended (the "Securities Act"):

         On February 10, 2000, we sold 14,530 shares of our common stock to
Montrose Investments, LTD pursuant to the exercise of their warrant dated
February 27, 1998, at a purchase price of $18.27 per share.

         On February 10, 2000, we sold 7,823 shares of our common stock to
Westover Investments L.P. pursuant to the exercise of their warrant dated
February 27, 1998, at a purchase price of $18.27 per share.

         On February 14, 2000, we sold 8,996 shares of our common stock to Brown
Simpson ORD Investments LLC pursuant to the exercise of their warrant dated
February 22, 1999, at a purchase price of $18.27 per share.

         On February 18, 2000, we sold 35,148 shares of our common stock to
Incyte Pharmaceuticals, Inc. pursuant to the exercise of their warrant dated
February 25, 1997, at a purchase price of $92.40 per share.

         On February 28, 2000, we sold 25,262 and 4,210 shares of our common
stock to Venture Lending & Leasing, Inc. pursuant to their exercise of two
warrants dated April 26, 1997 and September 30, 1997, both at a purchase price
of $2.20 per share.

         On March 2, 2000, we sold 6,789 shares of our common stock to Incyte
pursuant to the exercise of their warrant dated March 24, 1998, at a purchase
price of $18.27 per share.

         The sales and issuances of the securities described above were deemed
to be exempt from registration under the Securities Act by virtue of Section
4(2) promulgated thereunder.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.    OTHER INFORMATION

         None.


                                      14.
<PAGE>   15
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

         A)      EXHIBITS:

                3.2       By-Laws, as amended and restated.

             * 10.55      Executive Severance Plan, as amended March 2000.

             * 10.59      Employment Agreement, dated January 4, 2000, between
                          Registrant and David S. Murray.

             + 10.60      STEMExpress Product Purchase Agreement, dated March
                          27, 2000, between Registrant and NeuraStem
                          BioPharmaceutical, Ltd.

             + 10.61      Gene Express(TM) Product Access Agreement, dated
                          March 27, 2000, between Registrant and NeuralStem
                          BioPharmaceutical, Ltd.

             + 10.62      Series A Preferred Stock Purchase Agreement, dated
                          April 20, 2000, between Registrant and NeuralStem
                          BioPharmaceutical, Ltd.

             * 10.63      Employment Agreement, dated September 1, 1997,
                          between Registrant and Victor M. Markowitz

               11.1       Statement regarding computation of net loss per share

               27.1       Financial Data Schedule

-----------

             *  Indicates management compensatory plan, contract or arrangement.

             +  Confidential treatment has been requested with respect to
                certain portions of this exhibit. Omitted portions have been
                filed separately with the Securities and Exchange Commission.

         B)    REPORTS ON FORM 8-K:

                 No reports on Form 8-K were filed during the three months
ended March 31, 2000.


                                      15.
<PAGE>   16
                                   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 15, 2000                 By:  /s/ Philip L. Rohrer, Jr.
                                         ------------------------------------
                                         Philip L. Rohrer, Jr.
                                         Chief Financial Officer
                                         (Principal Financial and
                                         Accounting Officer)


                                      16.