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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 2)

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                         Commission File Number: 0-24469

                                  GENVEC, INC.
             (Exact name of Registrant as specified in its charter)

                Delaware                                          23-2705690
--------------------------------------------               ---------------------
          (State of Incorporation)                            (I.R.S. Employer
                                                             Identification No.)

65 West Watkins Mill Road, Gaithersburg, Maryland                    20878
--------------------------------------------------                   -----
     (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:   (240) 632-0740
----------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                               Title of Each Class
                               -------------------
                    Common Stock, Par Value $0.001 Per Share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes    X     No
    --------    --

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
[X] Yes [ ] No

As of June 30, 2002, the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the Registrant based on the closing sale
price of such stock as reported by the Nasdaq National Market on such date was
$39,022,900. For purposes of this calculation, shares of common stock held by
directors, officers and stockholders whose ownership exceeds ten percent of the
common stock outstanding at June 30, 2002 were excluded. Exclusion of such
shares held by any person should not be construed to indicate that the person
possesses the power, direct or indirect, to direct or cause the direction of the
management or policies of the Registrant, or that the person is controlled by or
under common control with the Registrant.

As of July 16, 2003, there were 22,962,931 shares of the Registrant's common
stock, par value $0.001 per share, outstanding.

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                                EXPLANATORY NOTE:
                                ----------------

This Amendment No. 2 to the Form 10-K for the fiscal year ended December 31,
2002 is being submitted solely to re-file certain exhibits subject to a request
for confidential treatment. We have made no further changes to the previously
filed Form 10-K, as amended.


                                Table of Contents
                                -----------------

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Part III          Description                                                           Page No.
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Item 15.          Exhibits, Financial Statement Schedules, and Reports on Form 8-K          2

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                                       1
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


(a)(3) Exhibits

3.1      Amended & Restated Certificate of Incorporation of GenVec, Inc.
         (previously filed)
3.1(a)   Certificate of Designation of the Series A Junior Participating
         Preferred Stock (previously filed)
3.2      Amended & Restated Bylaws of GenVec, Inc. (1)
4.1      Rights Agreement dated as of September 7, 2001 between the Registrant
         and American Stock Transfer & Trust Company, the form of Certificate of
         Designation of Series A Junior Participating Preferred Stock attached
         as Exhibit A thereto, the form of Rights Certificate attached as
         Exhibit B thereto, and the form of Summary of Rights attached as
         Exhibit C thereto (4)
4.2      Stock Purchase Agreement dated as of December 21, 2001, by and among
         HealthCare Ventures V. L.P., HealthCare Ventures VI, L.P., and the
         Registrant (5)
4.3      Investor Rights Agreement, dated as of December 21, 2001, by and among
         HealthCare Ventures V. L.P., HealthCare Ventures VI, L.P., and the
         Registrant (5)
10.1     Form of Indemnification Agreement for Directors and Officers (1)
10.2     Amended and Restated 1993 Stock Incentive Plan and forms of agreements
         thereunder* (2)
10.3     2000 Employee Stock Purchase Plan, and form of agreement
         thereunder* (1)
10.4     Amended and Restated 2000 Director Option Plan* (7)
10.5     2002 Stock Incentive Plan* (6)
10.6     License Agreement dated May 31, 1996 between Scios, Inc. and the
         Registrant (1)
10.7     New Collaboration Agreement dated January 1, 2003 between Fuso
         Pharmaceutical Industries, Ltd. and the Registrant (filed herewith)+
10.8     New Commercialization Agreement dated January 1, 2003 between Fuso
         Pharmaceutical Industries Ltd. and the Registrant. (filed herewith)+
10.9     License Agreement dated February 1, 1998 between Asahi Chemical
         Industry Co., Ltd. and the Registrant (1)
10.10    Sponsored Research Agreement dated April 1, 2002 between Cornell
         University and the Registrant (previously filed)+
10.11    Amended and Restated Exclusive License Agreement dated March 18, 2002
         between Cornell University and the Registrant (previously filed)+
10.12    Amendment to Common Stock Warrant Agreement dated March 18, 2002
         between the Registrant and Cornell Research Foundation, Inc.
         (previously filed)
10.13    Lease Agreement dated May 4, 1999 between MOR BENNINGTON LLP and the
         Registrant (1)
10.14    Amended and Restated Registration Rights Agreement dated December 2,
         1998 between the Registrant and certain stockholders. (1)
10.15    Patent License Agreement dated January 8, 2000 between the Registrant
         and the Public Health Service, as amended, and amendment number 1
         hereto dated March 9, 2000 (1)
10.16    Patent License Agreement dated December 20, 2000 between the Registrant
         and Northwestern University (3)



                                       2
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10.17    Salary Continuation Agreement between the Registrant and Paul H.
         Fischer dated October 15, 2002 (previously filed)
10.18    Change in Control Agreement between the Registrant and Paul H. Fischer
         dated October 15, 2002 (previously filed)
10.19    Salary Continuation Agreement between the Registrant and David P.
         Wright dated January 2, 2003 (previously filed)
10.20    Change in Control Agreement between the Registrant and David P. Wright
         dated January 2, 2003 (previously filed)
10.21    Salary Continuation Agreement between the Registrant and Jeffrey W.
         Church dated October 15, 2002 (previously filed)
10.22    Change in Control Agreement between the Registrant and Jeffrey W.
         Church dated October 15, 2002 (previously filed)
10.23    Salary Continuation Agreement between the Registrant and Thomas E.
         Smart dated October 15, 2002 (previously filed)
10.24    Change in Control Agreement between the Registrant and Thomas E. Smart
         dated October 15, 2002 (previously filed)
10.25    Form of Salary Continuation Agreement between the Registrant and other
         executive officers and senior staff dated October 15, 2002 (previously
         filed)
10.26    Agreement with the Vaccine Research Center at the National Institute of
         Allergy and Infectious Diseases of the National Institutes of Health
         for the production of adenoviral vector-based HIV vaccine candidates
         dated December 31, 2001, and amendment 1 thereto dated January 25, 2002
         (7)+
23.1     Consent of Independent Auditors (previously filed).
24.1     Power of Attorney (previously filed)
99.1     Certification by Chief Executive Officer pursuant to 18 United States
         C. Section 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002 (previously filed)
99.2     Certification by Chief Financial Officer pursuant to 18 United States
         C. Section 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002 (previously filed)

         * Compensatory plan, contract or arrangement.

         + Certain portions of this exhibit have been omitted based upon a
         request for confidential treatment. The omitted portions have been
         filed with the Commission pursuant to our application for confidential
         treatment.

         (1) Incorporated by reference to our Registration Statement on Form S-1
         (File No. 333-47408) declared effective by the Securities and Exchange
         Commission on December 12, 2000.

         (2) Incorporated by reference from our Registration Statement on Form
         S-8 (File No. 333-55590) filed with the Securities and Exchange
         Commission on February 14, 2001.

         (3) Incorporated by reference from our Annual Report on Form 10-K (File
         No: 0-24469) filed with the Securities and Exchange Commission on March
         30, 2001.

         (4) Incorporated by reference from our Registration Statement on Form
         8-A (File No: 0-24469) filed with the Securities and Exchange
         Commission on September 26, 2001.

                                       3
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         (5) Incorporated by reference from our Form 8-K (File No: 0-24469)
         filed with the Securities and Exchange Commission on January 3, 2002.

         (6) Incorporated by reference from our Quarterly Report on Form 10-Q
         (File No: 0-24469) Filed with the Securities and Exchange Commission on
         August 14, 2002.

         (7) Incorporated by reference from our Annual Report on Form 10K (File
         No. 0-24469) filed with the Securities and Exchange Commission on March
         28, 2002.


                                       4


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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       GENVEC, INC.

Date:  July 18, 2003                   By:  /S/ PAUL H. FISCHER, PH.D.
                                            ------------------------------------
                                       Paul H. Fischer, Ph.D., President,
                                       Chief Executive Officer and Director



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CERTIFICATIONS

I, Paul H. Fischer, Ph.D., certify that:

1. I have reviewed this annual report on Form 10-K/A of GenVec, Inc.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the Registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

4. The Registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the Audit Committee of
Registrant's Board of Directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the Registrant's
         internal controls; and

5. The Registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: July 18, 2003

                                      /S/ PAUL H FISCHER PH.D.
                                      ------------------------
                                      Paul H. Fischer, Ph.D.
                                      Chief Executive Officer




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I, Jeffrey W. Church, certify that:

1. I have reviewed this annual report on Form 10-K/A of GenVec, Inc.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the Registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

4. The Registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the Audit Committee of
Registrant's Board of Directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the Registrant's
         internal controls; and

5. The Registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Date: July 18, 2003

                             /S/ JEFFREY W. CHURCH
                             ---------------------
                             Jeffrey W. Church
                             Chief Financial Officer, Treasurer and
                             Corporate Secretary