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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K/A

(Amendment No. 2)


|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended December 31,
    2003                                             
|          
|or        
|          
|o          |  | 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: 000-21291



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Introgen Therapeutics, Inc.

(Exact name of registrant as specified in its
charter)


|                                                                                              |  |                                            
|--------------------------------------------------------------------------------------------- |  | -------------------------------------------
|Delaware                                                                                      |  | 74-2704230                                 
|(State or other jurisdiction of
    incorporation or organization)                            |  | (I.R.S. Employer
    Identification Number)
|                                                                                             
|301 Congress Avenue, Suite 1850
    Austin, Texas(Address of principal executive
    offices) |  | 78701(Zip Code)                            

Registrants telephone number, including
area code:

(512) 708-9310


Securities Registered Pursuant to
Section 12(b) of the Act:

None


Securities Registered Pursuant to
Section 12(g) of the Act:

Common Stock, $0.001 par value


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 þ         No o

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 the 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. þ

Indicate by check mark
whether the Registrant is an accelerated filer (as defined in
Securities Exchange Act
Rule 12b-2).    Yes o         No þ

The aggregate market
value of the voting stock (common stock) held by non-affiliates
of the Registrant, as of the last day of the Registrants
second fiscal quarter, was approximately $61.6 million
based upon the last sale price reported on the Nasdaq National
Market for June 30, 2003. For purposes of this disclosure,
shares of common stock held by persons who hold more than 5% of
the outstanding shares of common stock and shares held by
executive officers and directors of the Registrant have been
excluded because such persons may be deemed to be affiliates.
This determination is not necessarily conclusive.

As of March 31,
2004, the Registrant had 26,583,274 shares of common stock,
$0.001 par value, issued and outstanding.











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EXPLANATORY NOTE

This Amendment No. 2 to the Annual Report on
Form 10-K for the year ended December 31, 2003 (the
Amendment No. 2) for Introgen Therapeutics,
Inc. (the Company) is being filed to correct the
beneficial ownership information for executive officers and
directors as a group and in the corresponding footnote in the
table that contains the beneficial ownership of executive
officers, directors and greater than five percent stockholders,
which is provided pursuant to Item 12 of Part III of
Form 10-K. In addition, in connection with the filing of
this Amendment No. 2 and pursuant to the rules of the
Securities and Exchange Commission, the Company is including
with this Amendment No. 2 certain currently dated
certifications. Except for the changes as set forth in this
explanatory note, and the currently dated certifications, there
are no other changes to the Amendment No. 1 to
Form 10-K filed on April 29, 2004 and the originally filed
Form 10-K.



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INTROGEN THERAPEUTICS, INC.

FORM 10-K/ A

(Amendment No. 2)


TABLE OF CONTENTS

|                             |  |                                                                     |  |  |    | 
|---------------------------- |  | ------------------------------------------------------------------- |  |  | -- | 
|PART III                    
|Item 10.                     |  | DIRECTORS AND EXECUTIVE
    OFFICERS OF THE REGISTRANT              |  |  | 2  | 
|Item 11.                     |  | EXECUTIVE COMPENSATION                                              |  |  | 6  | 
|Item 12.                     |  | SECURITY OWNERSHIP OF
    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  |  |  | 9  | 
|Item 13.                     |  | CERTAIN RELATIONSHIPS AND
    RELATED TRANSACTIONS                  |  |  | 10 | 
|Item 14.                     |  | PRINCIPAL ACCOUNTING FEES
    AND SERVICES                          |  |  | 11 | 
|PART IV                     
|Item 15.                     |  | EXHIBITS, FINANCIAL
    STATEMENT SCHEDULES AND REPORTS ON FORM 8-K |  |  | 12 | 
|Signatures                   |  |                                                                     |  |  | 13 | 
|Certifications               |  |                                                                     |  |  |    | 
|Certification of CEO and CFO
|Certification of CEO and CFO



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PART III






|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

Directors

The following sets forth information concerning
the persons currently serving as our directors, including
information as to each executive officers age, position
and business experience:

|                                      |  |     |    |                               |  |                                                                                    |  |  |      | 
|------------------------------------- |  | --- | -- | ----------------------------- |  | ---------------------------------------------------------------------------------- |  |  | ---- | 
|Name                                  |  | Age |    | Position/Principal Occupation |  | Director Since                                                                    
|                                      |  |     |    |                               |  |                                                                                   
|William H. Cunningham, Ph.D.(1)(2)(3) |  |     | 60 |                               |  | Professor, The University of Texas at Austin                                       |  |  | 2000 | 
|S. Malcolm Gillis, Ph.D.(1)           |  |     | 63 |                               |  | President, Rice University                                                         |  |  | 2004 | 
|Charles E. Long(1)(2)(3)              |  |     | 64 |                               |  | Director; Retired                                                                  |  |  | 2001 | 
|Mahendra G. Shah, Ph.D.               |  |     | 59 |                               |  | Director                                                                           |  |  | 1993 | 
|John N. Kapoor, Ph.D.                 |  |     | 60 |                               |  | Chairman of the Board; Chairman of the Board of
    EJ Financial Enterprises, Inc. |  |  | 1993 | 
|David G. Nance                        |  |     | 52 |                               |  | President and Chief Executive Officer of Introgen
    Therapeutics, Inc.           |  |  | 1993 | 



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|    |                                                            
|--- | -----------------------------------------------------------
|(1) | Member of Audit Committee                                  
|   
|(2) | Member of Compensation Committee                           
|   
|(3) | Member of Nominating and Corporate Governance
    Committee

William H.
Cunningham, Ph.D., has served as
a member of our Board of Directors since July 2000.
Dr. Cunningham served as Chancellor and Chief Executive
Officer of The University of Texas System from 1992 to 2000, in
addition to holding the Lee Hage and Joseph D. Jamail Regents
Chair in Higher Education Leadership. He served as President of
The University of Texas at Austin, a component institution of
the University of Texas System, from 1985 to 1992. He is
currently a Professor of Marketing at The University of Texas at
Austin. Dr. Cunningham serves on a number of public
commissions, private corporate boards and in a number of
advisory roles to corporations. Dr. Cunningham serves on
the board of directors of John Hancock Advisers, Inc. He also
serves on the board of directors of Jefferson Pilot Corporation,
Southwest Airlines, Inc., LIN Television and Hayes Lemmerz
International, Inc., each of which is a publicly-traded
corporation. Dr. Cunningham received his Ph.D. and M.B.A.
from Michigan State University. In 1993, he received an Honorary
Doctor of Laws Degree and the Distinguished Alumnus Award from
Michigan State University.

S. Malcolm
Gillis, Ph.D., has served as a
member of our Board of Directors since February 2004.
Dr. Gillis has served as the President of Rice University
since 1993 and will complete his term in June 2004. He is also
the Ervin Kenneth Zingler Professor of Economics.
Dr. Gillis has been honored with the designation of
University Professor, the highest faculty designation at Rice
University, and he will continue to teach when his university
leadership concludes. Before entering university leadership, he
spent the first 25 years of his professional life teaching
economics and applying economic analysis to public policy in
almost 20 countries, from the United States and Canada, to
Ecuador, Colombia, Ghana and Indonesia. His research and
teaching have mainly been in the areas of fiscal economics and
environmental policy. Dr. Gillis served as Dean of the
Faculty of Arts and Sciences at Duke University from 1991 to
1993, and he served as Dean of the Graduate School and Vice
Provost for Academic Affairs at Duke University from 1986 to
1991. Dr. Gillis serves on the board of directors and board
of trustees of many foundations, educational associations and
community organizations. In 2002, he was appointed to the
Governors Task Force for Texas Economic Growth.
Dr. Gillis received his Ph.D. from the University of
Illinois. He received his M.A. and B.A. from the University of
Florida. In 1992, he was awarded an Honorary Doctor of Laws
Degree from Rocky Mountain College.

Charles E. Longhas
served as a member of our Board of Directors since January 2001.
Mr. Long is former vice chairman of Citicorp and its
principal subsidiary, Citibank. Mr. Long held various
positions during his career with Citicorp, which began in 1972.
From 1982 to 1998, he headed Citicorps External Affairs

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Division, which includes the Government Relations
Division in Washington, D.C. From 1976 to 1982, he was
responsible for managing Citicorps international consumer
banking business, as well as legal and external affairs for
consumer banking worldwide. Mr. Long is a trustee of the
Midwest Research Institute and the National Forest Foundation.
He has served as an officer, director or trustee on a number of
corporate, charitable and public boards, including vice chairman
of Georgetown University, vice chairman and director of Woodrow
Wilson House Museum and Fords Theater in
Washington, D.C. Mr. Long is a director of Atlas Copco
North America and Atlas Copco AB, a public company.
Mr. Long is also a member of the board of directors of
Gendux AB, our wholly-owned subsidiary. Mr. Long received
his B.B.A. in business from St. Johns University. In
1998, he received an Honorary Doctor of Business Degree from St.
Johns University.


Mahendra G.
Shah, Ph.D., has served as a
member of our Board of Directors since our inception in June
1993. From 1993 to 2000, Dr. Shah served as our Vice
President, Corporate and Business Development. From 1991 to
January 2001, he served as Vice President, Corporate Development
of EJ Financial Enterprises, Inc., a healthcare investment
company. Dr. Shah has also served as the chief executive
officer and chairman of the board of directors of First Horizon
Pharmaceutical Corporation. Dr. Shah received his Ph.D. in
industrial pharmacy from St. Johns University.

John N.
Kapoor, Ph.D.has served as
Chairman of our Board of Directors since our inception in June
1993. In 1990, Dr. Kapoor founded EJ Financial Enterprises,
Inc., a healthcare investment company and he is presently the
chairman of its board of directors. He is also presently
chairman of the board of directors of Akorn, Inc., NeoPharm,
Inc., Option Care, Inc., and First Horizon Pharmaceuticals
Corporation, each of which is a publicly-traded corporation.
Dr. Kapoor received his Ph.D. in medicinal chemistry from
the State University of New York at Buffalo.

Please see Executive Officers below
for information with respect to Mr. Nance.

There are no family relationships among any of
our directors or executive officers.

Executive Officers

The following sets forth information concerning
the persons currently serving as our executive officers,
including information as to each executive officers age,
position and business experience:

|                             |  |     |    |          |  |                                                            
|---------------------------- |  | --- | -- | -------- |  | -----------------------------------------------------------
|Name                         |  | Age |    | Position
|                             |  |     |    |         
|David G. Nance               |  |     | 52 |          |  | President and Chief Executive Officer                      
|Max W. Talbott, Ph.D.        |  |     | 55 |          |  | Senior Vice President, Worldwide Commercial
    Development
|James W. Albrecht, Jr.       |  |     | 49 |          |  | Chief Financial Officer                                    
|J. David Enloe, Jr.          |  |     | 40 |          |  | Vice President, Operations                                 
|David L. Parker, Ph.D., J.D. |  |     | 49 |          |  | Vice President, Intellectual Property                      
|Robert E. Sobol, M.D.        |  |     | 52 |          |  | Senior Vice President, Medical and Scientific
    Affairs  

David G. Nancehas
served as a member of our Board of Directors and as our
President and Chief Executive Officer since our inception in
June 1993. From 1992 to 1996, Mr. Nance served as the
Managing Partner of Texas Biomedical Development Partners, the
investment group that founded us.

Max W.
Talbott, Ph.D.joined Introgen in
February 2002 as our Senior Vice President, Worldwide Commercial
Development. From 2000 to 2002, Dr. Talbott was Senior Vice
President, Worldwide Regulatory Affairs and Pharmacovigilance at
DuPont Pharmaceuticals Company and Bristol-Myers Squibb
Pharmaceuticals Company, which merged during this period. From
1996 to 2000, he served in various positions with Aventis
Pharmaceuticals and Rhône-Poulenc Rorer Pharmaceuticals,
most recently as Senior Vice President, Drug Regulatory Affairs
and Quality Assurance. Prior to 1996, Dr. Talbott occupied
several management positions with Eli Lilly and Company, a major
pharmaceuticals company, and he spent five years with the
U.S. Food and Drug Administration, first as a Reviewer and
then as a Branch Chief and Acting Division Director. He received
his Ph.D. in immunology and pharmacology from Rutgers University.

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James W.
Albrecht, Jr.joined Introgen in
November 1994 as our Vice President, Operations and
Administration, and he has served as our Chief Financial Officer
since April 1995. From 1993 to 1996, he operated a consulting
business providing chief financial officer services to the
technology and real estate industries. Mr. Albrecht worked
previously at Arthur Andersen LLP as an accountant and he is a
Certified Public Accountant. He received his B.B.A. in
accounting from The University of Texas at Austin.

J. David
Enloe, Jr.joined Introgen in
March 1995. He has served as our General Business Manager and
Vice President, Administration, and he is currently Vice
President, Operations. From 1989 to 1995, he held various
positions at Centrilift, a division of Baker Hughes, Inc., an
energy services company, including Region General Manager,
Southeast Asia, and he worked at Arthur Andersen LLP as an
accountant prior to that time. Mr. Enloe is a Certified
Public Accountant. He received his B.B.A. in accounting from The
University of Texas at Austin.

David L.
Parker, Ph.D., J.D.joined
Introgen in March 1999 as our Vice President, Intellectual
Property. Since January 2000, Dr. Parker has been a partner
with the law firm of Fulbright & Jaworski LLP. From
1992 to January 2000, he was a shareholder of the patent law
firm of Arnold White & Durkee, Professional
Corporation, where he was previously an associate. Since 1997,
Dr. Parker has served as an adjunct professor at The
University of Texas School of Law. Dr. Parker received his
Ph.D. in molecular pharmacology and molecular biology from
Baylor College of Medicine and his J.D. from The University of
Texas School of Law.

Robert E.
Sobol, M.D.joined Introgen in
September 2003 as our Senior Vice President, Medical and
Scientific Affairs. He is currently the President and Chief
Executive Officer of Magnum Therapeutics Corp., a
biopharmaceutical company and was President of Corautus Genetics
Inc., a biopharmaceutical company. From 1998 to 2003,
Dr. Sobol served as President and Chief Executive Officer
of Genstar Therapeutics, a company that developed gene therapy
products, which he founded in 1996. Mr. Sobol received his
M.D. from The Chicago Medical School.

Significant Employees

The following sets forth information concerning
persons currently employed by us who make or are expected to
make significant contributions to our business:

Peter
Clarke, Ph.D.joined Introgen
after 23 years working in the field of biotechnology in
both research and manufacturing. Dr. Clarke has held
positions of increasing importance in both start-up and
established European and U.S.-based biopharmaceutical companies
such as Medeva Pharma and Chiron Vaccines. Most recently,
Dr. Clarke worked for Bayer Biological Products, where he
was Director of Manufacturing and was closely involved in the
North American licensure and launch of a novel immunoglobulin.
Dr. Clarke received his BSC in biochemistry from Sheffield
University in England. His Ph.D. in microbial physiology and DIC
in biochemistry were completed at the Imperial College of
Science and Technology in London.

Craig A. Halversonjoined Introgen after 20 years of
biomedical academic research and commercial experience in
oncology, hematology and cardiovascular products emphasizing
biologics, regulatory affairs and quality.
Mr. Halversons experience includes successful global
product/establishment registrations and strategic planning
experience and includes extensive interactions with all levels
of the FDA and global ministries of health. He has developed
IND & BLA regulatory strategies as well as developed
CBER strategic compliance plans for Quality Assurance/ Quality
Control, Clinical, Research and Development, Product Transfer,
Manufacturing, Engineering and Facilities departments. Prior to
joining Introgen in 2004, Mr. Halverson was the Executive
Director of Global Regulatory Affairs for Cancervax Corporation
and held a similar position for Gen-Probe prior to that.
Mr. Halverson also served as Global Regulatory Affairs
Director for Baxter Healthcare Corporation and worked in a
number of research and managerial positions for Hybritech, Inc.
Mr. Halverson received his M.S. in experimental pathology
from the University of Southern California, School of Medicine,
Department of Pathology, and his B.S. in chemistry and biology
from California State at Fullerton.

Kerstin B.
Menander, M.D., Ph.D.joined
Introgen in 2002 with broad experience in the health care field,
including in the pharmaceutical, scientific, regulatory and
medical arenas. Dr. Menander has developed expertise in the
management of all phases of clinical trials in oncology,
rheumatology and other inflammatory diseases, endocrinology
(estrogen replacement therapy, osteoporosis prevention and oral
contraceptives),

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orthopedics, allergology, analgesiology,
cardiovascular conditions, infectious diseases, wound healing,
neurology and dermatology. She has managed groups responsible
for Clinical Trials, Adverse Reaction and Medical Information.
She has also conducted independent research in histology,
endocrinology and in the area of inflammation. She has
interacted with regulatory agencies in the U.S., Canada and
Europe. In addition, she managed regulatory departments
responsible for assembly, submission and approval of INDs, IDEs,
NDAs, PLAs and PMAs. Her experience includes responsibilities
for final clinical and regulatory approval of promotional
materials and package inserts. Prior to joining Introgen,
Dr. Menander served as vice president of several divisions
for Cell Pathways, Inc., culminating in Vice President of
International Operations. She has also served in senior level
management for Curative Technologies, Inc., Collagen Corporation
and Abbott Laboratories. She also served as President of US 3 D
Development, Inc. Dr. Menander is widely published in most
major peer reviewed journals. Dr. Menander received her
Medical Degree, her Registrar and completed her Ph.D. in
histology (cum laude) from the University of Lund in Sweden.


Audit Committee and Audit Committee Financial
Expert

We have a separately designated standing Audit
Committee established in accordance with
section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended (Exchange Act). During the fiscal year
ended December 31, 2003, the Audit Committee was comprised
of William Cunningham, Ph.D., Charles E. Long and Robert L.
Moore. In February 2004, S. Malcolm Gillis, Ph.D. filled
the vacancy left by Mr. Moore when he resigned as a member
of the Board of Directors. The Board of Directors has determined
that each of the members of the Audit Committee is independent
as defined by the listing standards of the Nasdaq National
Market and Section 10A(m)(3) of the Exchange Act. In
addition, the Board of Directors has determined that
Dr. Gillis is an audit committee financial
expert, as that term is defined in Item 401(h) of
Regulation S-K of the Exchange Act.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Exchange Act of 1934,
as amended, requires our officers and directors, and persons who
own more than 10% of a registered class of our equity
securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission. Such officers, directors and
10% stockholders are also required by the Securities and
Exchange Commission rules to furnish us with copies of all
Section 16(a) forms they file. Based solely on our review
of the copies of such forms we received, we believe that, during
the fiscal year ended December 31, 2003, all
Section 16(a) filing requirements applicable to our
officers, directors and 10% stockholders were satisfied.

Code of Ethics

On February 18, 2004, the Company adopted a
Corporate Code of Ethics for All Employees and Directors. At the
same time, the Company adopted a Corporate Code of Ethics for
Financial Officers, which specifically applies to the
Companys Chief Executive Officer, Chief Financial Officer
and persons performing similar functions. We plan to make each
of the codes of ethics available on our website at
www.introgen.com. A copy of the full text of each of our
codes of ethics may be obtained by any of our stockholders by
writing to our Corporate Secretary at Introgen Therapeutics,
Inc., 301 Congress Avenue, Suite 1850, Austin, Texas
78701.

We intend to post on our website any amendment
to, or waiver from, a provision of our codes of ethics within
five business days following the date of such amendment or
waiver.

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|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

Summary Compensation Table

The following table shows the compensation paid
by us to our Chief Executive Officer and our four other most
highly compensated executive officers (collectively, the
Named Executive Officers) during the last four
fiscal periods, including the fiscal year 2003 (January 1,
2003  December 31, 2003), fiscal year 2002
(January 1, 2002  December 31, 2002), the
six-month transition period ended December 31, 2001, and
the fiscal year 2001 (July 1, 2000 
June 30, 2001):

|                             |                              |        |                       |                        |  |            |         |               |  |              |   |       |  |  |         |         |  |  |   |        |    
|---------------------------- | ---------------------------- | ------ | --------------------- | ---------------------- |  | ---------- | ------- | ------------- |  | ------------ | - | ----- |  |  | ------- | ------- |  |  | - | ------ | ---
|                             |                              |        |                       |                        |  |            |         | Long-Term     |  |             
|                             |                              |        |                       |                        |  |            |         | Compensation  |  |             
|                             |                              |        |                       |                        |  |            |         | Awards        |  |             
|                             |                              |        |                       |                        |  |            |         |               |  |             
|                             |                              |        |                       |                        |  | Securities |         |              
|                             |                              |        |                       | Compensation           |  | Underlying |         |              
|                             |                              |        |                       |                        |  | Options    |         | All Other    
|Name and Principal Position  |                              | Period |                       | Salary                 |  | Bonus      |         | (# of Shares) |  | Compensation
|                             |                              |        |                       |                        |  |            |         |               |  |             
|David G. Nance               |                              |        | 1/1/2003  12/31/2003 |                        |  | $          | 412,124 |               |  | $            |  |       |  |  | 170,000 |         |  |  |   |       
|                             | President and Chief          |        |                       | 1/1/2002  12/31/2002  |  |            |         | 344,784       |  |              |   |      |  |  |         | 114,600 |  |  |   |        |    
|                             | Executive Officer            |        |                       | 7/1/2001  12/31/2001  |  |            |         | 163,854       |  |              |   |      |  |  |         | 69,600  |  |  |   |        |    
|                             |                              |        |                       | 7/1/2000    6/30/2001 |  |            |         | 300,208       |  |              |   | 8,835 |  |  |         | 50,000  |  |  |   |        |    
|James A. Merritt, M.D.(2)    |                              |        | 1/1/2003  12/31/2003 |                        |  | $          | 250,000 |               |  | $            |  |       |  |  | 40,000  |         |  |  |   |       
|                             | Chief Medical Officer        |        |                       | 1/1/2002  12/31/2002  |  |            |         | 250,000       |  |              |   |      |  |  |         | 35,000  |  |  |   |        |    
|                             |                              |        |                       | 7/1/2001  12/31/2001  |  |            |         | 108,333       |  |              |   |      |  |  |         | 10,000  |  |  |   |        |    
|                             |                              |        |                       | 7/1/2000    6/30/2001 |  |            |         | 200,000       |  |              |   | 5,841 |  |  |         | 40,000  |  |  |   |        |    
|Shawn L. Gallagher(2)        |                              |        | 1/1/2003  12/31/2003 |                        |  | $          | 211,301 |               |  | $            |  |       |  |  | 40,000  |         |  |  |   |       
|                             | Vice President, Production   |        |                       | 1/1/2002  12/31/2002  |  |            |         | 195,856       |  |              |   |      |  |  |         | 35,000  |  |  |   |        |    
|                             | and Technical Processes      |        |                       | 7/1/2001  12/31/2001  |  |            |         | 93,750        |  |              |   |      |  |  |         |        |  |  |   |        |    
|                             |                              |        |                       | 7/1/2000    6/30/2001 |  |            |         | 180,000       |  |              |   | 5,257 |  |  |         | 40,000  |  |  |   |        |    
|David L. Parker, Ph.D., J.D. |                              |        | 1/1/2003  12/31/2003 |                        |  | $          | 200,000 |               |  | $            |  |       |  |  | 40,000  |         |  |  |   |       
|                             | Vice President, Intellectual |        |                       | 1/1/2002  12/31/2002  |  |            |         | 200,000       |  |              |   |      |  |  |         | 35,000  |  |  |   |        |    
|                             | Property                     |        |                       | 7/1/2001  12/31/2001  |  |            |         | 100,000       |  |              |   |      |  |  |         |        |  |  |   |        |    
|                             |                              |        |                       | 7/1/2000    6/30/2001 |  |            |         | 190,000       |  |              |   | 5,257 |  |  |         | 40,000  |  |  |   |        |    
|G. Thomas Finnegan III       |                              |        | 1/1/2003  12/31/2003 |                        |  | $          | 200,000 |               |  | $            |  |       |  |  | 40,000  |         |  |  |   |       
|                             | Vice President, Finance and  |        |                       | 1/1/2002  12/31/2002  |  |            |         | 200,000       |  |              |   |      |  |  |         | 35,000  |  |  |   |        |    
|                             | Corporate Development        |        |                       | 7/1/2001  12/31/2001  |  |            |         | 91,667        |  |              |   |      |  |  |         | 75,000  |  |  |   |        |    
|                             |                              |        |                       | 7/1/2000    6/30/2001 |  |            |         | 48,462        |  |              |   |      |  |  |         | 150,000 |  |  | $ | 32,692 | (1)



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|    |                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes consulting fees paid prior to
    Mr. Finnegans employment with us and a relocation
    expense payment.                                                                                                                                                                   
|   
|(2) | Dr. Merritt and Mr. Gallagher served as
    executive officers with us as of the last fiscal year ended
    December 31, 2003. They are no longer executive officers
    with us but continue to provide services to us on a part time,
    as-needed basis for nominal compensation.

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Option Grants Made During the Fiscal Year
Ended December 31, 2003

The following table sets forth grants of stock
options made during the fiscal year ended December 31, 2003
to each Named Executive Officer.

|                             |  |        |                       |            |  |                   |         |          |  |                             |      |                    |  |     |      |  |  |  |           |  |  |   |         |  |  |   |         | 
|---------------------------- |  | ------ | --------------------- | ---------- |  | ----------------- | ------- | -------- |  | --------------------------- | ---- | ------------------ |  | --- | ---- |  |  |  | --------- |  |  | - | ------- |  |  | - | ------- | 
|                             |  |        |                       |            |  |                   |         |          |  |                            
|                             |  |        |                       |            |  | Individual Grants |         |          |  |                            
|                             |  |        |                       |            |  |                   |         |         
|                             |  |        |                       |            |  | % of Total        |         |          |  | Potential Realizable Value 
|                             |  |        |                       | Number of  |  | Options           |         |          |  | at Assumed Annual Rates    
|                             |  |        |                       | Securities |  | Granted to        |         |          |  | of Stock Price Appreciation
|                             |  |        |                       | Underlying |  | Employees         |         | Exercise |  |                             |      | for Option Term(2)
|                             |  |        |                       | Options    |  | During            |         | or Base  |  | Expiration                  |      |                   
|Name                         |  | Period |                       | Granted    |  | Period(1)         |         | Price    |  | Date                        |      | 5%                 |  | 10%
|                             |  |        |                       |            |  |                   |         |          |  |                             |      |                    |  |    
|David G. Nance               |  |        | 1/1/2003  12/31/2003 |            |  |                   | 100,000 |          |  |                             | 10.9 | %                  |  | $   | 5.00 |  |  |  | 6/22/2013 |  |  | $ | 314,447 |  |  | $ | 796,871 | 
|                             |  |        |                       |            |  |                   | 70,000  |          |  |                             | 7.7  | %                  |  |     | 5.00 |  |  |  | 6/22/2013 |  |  |   | 220,113 |  |  |   | 557,810 | 
|James A. Merritt, M.D.(3)    |  |        | 1/1/2003  12/31/2003 |            |  |                   | 40,000  |          |  |                             | 4.4  | %                  |  |     | 5.00 |  |  |  | 6/22/2013 |  |  |   | 125,779 |  |  |   | 318,748 | 
|Shawn L. Gallagher(3)        |  |        | 1/1/2003  12/31/2003 |            |  |                   | 40,000  |          |  |                             | 4.4  | %                  |  |     | 5.00 |  |  |  | 6/22/2013 |  |  |   | 125,779 |  |  |   | 318,748 | 
|David L. Parker, Ph.D., J.D. |  |        | 1/1/2003  12/31/2003 |            |  |                   | 40,000  |          |  |                             | 4.4  | %                  |  |     | 5.00 |  |  |  | 6/22/2013 |  |  |   | 125,779 |  |  |   | 318,748 | 
|G. Thomas Finnegan III       |  |        | 1/1/2003  12/31/2003 |            |  |                   | 40,000  |          |  |                             | 4.4  | %                  |  |     | 5.00 |  |  |  | 6/22/2013 |  |  |   | 125,779 |  |  |   | 318,748 | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on the grant of stock options representing
    913,690 shares to employees during the fiscal year ended
    December 31, 2003.                                                                                                                                                                                                                                                                                                                                                     
|   
|(2) | The dollar amounts under these columns are the
    result of calculations at the 5% and 10% rates set by the
    Securities and Exchange Commission and therefore are not
    intended to forecast possible future appreciation, if any, of
    our stock price. We did not use an alternative formula for a
    grant date valuation, as we do not believe that any formula will
    determine with reasonable accuracy a present value based on
    future unknown or volatile factors.
|   
|(3) | Dr. Merritt and Mr. Gallagher served as
    executive officers with us as of the last fiscal year ended
    December 31, 2003. They are no longer executive officers
    with us but continue to provide services to us on a part time,
    as-needed basis for nominal compensation.                                                                                                                                                                                                    

Aggregated Option Exercises During the Fiscal
Year Ended December 31, 2003 and Option Values as of the
End of Such Period

The following table sets forth, for each of the
Named Executive Officers, the number of options exercised during
the fiscal year ended December 31, 2003, as well as the
value of unexercised options at the end of such period:

|                                 |  |        |                       |             |  |             |        |                            |  |                            |        |             |  |               |         |  |  |  |         |  |  |   |           |  |  |   |         | 
|-------------------------------- |  | ------ | --------------------- | ----------- |  | ----------- | ------ | -------------------------- |  | -------------------------- | ------ | ----------- |  | ------------- | ------- |  |  |  | ------- |  |  | - | --------- |  |  | - | ------- | 
|                                 |  |        |                       |             |  |             |        |                            |  |                           
|                                 |  |        |                       |             |  |             |        | Number of Securities       |  | Value of Unexercised In-  
|                                 |  |        |                       | Number of   |  |             |        | Underlying Unexercised     |  | the-Money Options as of At
|                                 |  |        |                       | Shares      |  |             |        | Options at Fiscal Year-End |  | Fiscal Year-End(2)        
|                                 |  |        |                       | Acquired    |  | Value       |        |                            |  |                           
|Name                             |  | Period |                       | on Exercise |  | Realized(1) |        | Exercisable                |  | Unexercisable              |        | Exercisable |  | Unexercisable
|                                 |  |        |                       |             |  |             |        |                            |  |                            |        |             |  |              
|David G. Nance                   |  |        | 1/1/2003  12/31/2003 |             |  |             |       |                            |  |                            |       |             |  |               | 655,130 |  |  |  | 135,710 |  |  | $ | 4,116,184 |  |  | $ | 510,521 | 
|James A. Merritt, M.D.(3)        |  |        | 1/1/2003  12/31/2003 |             |  |             |       |                            |  |                            |       |             |  |               | 136,566 |  |  |  | 96,722  |  |  |   | 928,590   |  |  |   | 368,013 | 
|Shawn L. Gallagher(3)            |  |        | 1/1/2003  12/31/2003 |             |  |             |       |                            |  |                            |       |             |  |               | 203,566 |  |  |  | 91,722  |  |  |   | 1,486,415 |  |  |   | 349,163 | 
|David
    L. Parker, Ph.D., J.D. |  |        | 1/1/2003  12/31/2003 |             |  |             | 10,000 |                            |  | $                          | 79,613 |             |  |               | 217,566 |  |  |  | 91,722  |  |  |   | 1,594,407 |  |  |   | 349,163 | 
|G. Thomas Finnegan III           |  |        | 1/1/2003  12/31/2003 |             |  |             |       |                            |  |                            |       |             |  |               | 121,250 |  |  |  | 178,750 |  |  |   | 548,475   |  |  |   | 754,875 | 



---



|    |                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on a fair market value of $8.48 per
    share, which was the closing price of our common stock on
    December 31, 2003, the date of exercise.                                                                                                                                 
|   
|(2) | Based on a fair market value of $8.48 per
    share, which was the closing price of our common stock on
    December 31, 2003, as reported on the Nasdaq National
    Market.                                                                                                        
|   
|(3) | Dr. Merritt and Mr. Gallagher served as
    executive officers with us as of the last fiscal year ended
    December 31, 2003. They are no longer executive officers
    with us but continue to provide services to us on a part time,
    as-needed basis for nominal compensation.

Board Compensation

Each non-employee director is granted an option
to purchase 33,600 shares of our common stock
(exercisable at the fair market value on the date of grant) upon
first becoming a director. The option vests ratably each month
after the date of grant of such option, so that the entire
option is fully vested three years after the date of grant. Each
incumbent director is annually granted an option to
purchase 20,000 shares of our

7



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##### Table of Contents



common stock (exercisable at the fair market
value on the date of grant) on the date of each annual meeting
of stockholders. That option vests ratably each month after the
date of grant of such option, so that the entire option is fully
vested one year after the date of grant. In addition, the
chairman of each of the Audit Committee, Compensation Committee
and the designated audit committee financial expert
on the Audit Committee are all granted annually a fully-vested
option to purchase 5,000 shares of our common stock.
Directors do not receive any cash or other additional
compensation, other than reimbursement of their out-of-pocket
expenses, for services provided as a director.


Employment Contracts and Change-In-Control
Arrangements

We have an employment agreement with David G.
Nance, entered into on August 1, 2003, under which
Mr. Nance serves as our President and Chief Executive
Officer. Under Mr. Nances prior employment agreement
with us, which was entered into on August 1, 1996, his base
salary was $302,500 per annum effective August 1,
2000, $332,750 per annum effective August 1, 2001,
$366,025 per annum effective August 1, 2002. The prior
employment agreement provided that Mr. Nance would receive
an option to purchase 50,000 shares of our common
stock on each of August 1, 2000, August 1, 2001, and
August 1, 2002 (for a total of 150,000 shares through
August 1, 2002). According to the foregoing terms, he was
granted an option to purchase 50,000 shares of our
common stock upon the completion of our initial public offering
in October 2000; he was granted an option to purchase an
additional 50,000 shares of our common stock on
August 1, 2001 and he was granted an option to purchase an
additional 60,000 shares of our common stock on
August 1, 2002. The Compensation Committee granted
Mr. Nance the option to purchase 60,000 shares of
our common stock on August 1, 2002, rather than an option
to purchase 50,000 shares of common stock as required
under his employment agreement, due to its decision to
discontinue option grants to directors who are also employees.
Accordingly, the Compensation Committee granted the 60,000
options to Mr. Nance with the understanding that he would
not receive options in his capacity as director.

The current employment agreement with
Mr. Nance, which was entered into on August 1, 2003,
continues through July 31, 2006, and thereafter renews
automatically for one-year terms until either party gives timely
written notice of non-renewal. Mr. Nances base salary
under the current employment agreement is $476,000 per
annum effective August 1, 2003. His compensation under the
current employment agreement is subject to review annually.
Under the terms of his prior and current employment agreements
with us, Mr. Nance may receive bonuses in the form of cash,
stock options, restricted stock or other consideration as
determined by our Compensation Committee, which reviews his
compensation annually. Mr. Nance has also received bonuses
from time to time in the form of options to purchase our common
stock, as contemplated in each of his prior and current
employment agreements with us. Such options are exercisable at a
price determined by the administrator of our 2000 Stock Option
Plan and are fully vested when granted.

All of the options granted under our 1995 Stock
Plan and the 2000 Stock Option Plan shall immediately vest and
become exercisable upon our merger with or into another
corporation, entity or person, or the sale of all or
substantially all our assets to another corporation, entity or
person, unless such options are assumed or an equivalent option
or right substituted by the successor corporation or a parent or
subsidiary of the successor corporation.

Compensation Committee Interlocks and Insider
Participation

We have a Compensation Committee, which currently
consists of directors William H. Cunningham, Ph.D. and
Charles E. Long (Chairman). The Compensation Committee
administers our 1995 Stock Plan and 2000 Stock Option Plan,
reviews compensation to be provided to our officers, employees
and consultants, including stock compensation, grants options to
purchase our common stock to our employees, executive officers,
directors and consultants, and reviews and makes recommendations
to the Board of Directors regarding all forms of compensation to
be provided to the members of the Board of Directors, including
stock compensation.

None of the members of the Compensation Committee
is currently, or has ever been at any time since our formation,
one of our officers or employees. No member of the Compensation
Committee serves as a member of the board of directors or
compensation committee of any entity that has one or more
officers serving as a member of our Board of Directors or
Compensation Committee.

8



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##### Table of Contents








|         |                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder
    Matters

The following table sets forth the beneficial
ownership of our common stock as of March 31, 2004 by
(i) all persons known to us, based on statements filed by
such persons pursuant to Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, to be the
beneficial owners of more than 5% of our common stock and based
on the records of EquiServe, N.A., our transfer agent,
(ii) each director, (iii) each of the executive
officers named in the table under Executive
Compensation  Summary Compensation Table, and
(iv) all current directors and executive officers as a
group.

Except as otherwise noted, and subject to
applicable community property laws, the persons named in this
table have, to our knowledge, sole voting and investing power
for all of the shares of common stock held by them.

This table lists applicable percentage ownership
based on 26,583,274 shares of common stock outstanding as
of March 31, 2004. Options to purchase shares of our common
stock that are exercisable within 60 days of March 31,
2004 are deemed to be beneficially owned by the persons holding
these options for the purpose of computing percentage ownership
of that person, but are not treated as outstanding for the
purpose of computing any other persons ownership
percentage.

Unless otherwise indicated, the address for each
stockholder on this table is c/o Introgen Therapeutics,
Inc., 301 Congress Avenue, Suite 1850, Austin, Texas 78701.

|                                                                                                     |                                            |              |           |              |  |  |      |   | 
|---------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------ | --------- | ------------ |  |  | ---- | - | 
|                                                                                                     |                                            | Shares       |           | Percent     
|                                                                                                     |                                            | Beneficially |           | Beneficially
|Beneficial Owner                                                                                     |                                            | Owned        |           | Owned       
|                                                                                                     |                                            |              |           |             
|Aventis Holdings Inc. (formerly known as
    Rhône-Poulenc
    Rorer International Holdings Inc.)(1) |                                            |              | 5,045,664 |              |  |  | 19.0 | %
|                                                                                                     | 500 Arcola Road
    Collegeville, PA 19426 |              |           |              |  |  |      |   | 
|John N. Kapoor, Ph.D.(2)                                                                             |                                            |              | 3,435,976 |              |  |  | 12.9 | %
|David G. Nance(3)                                                                                    |                                            |              | 2,901,445 |              |  |  | 10.6 | %
|Mahendra G. Shah, Ph.D.(4)                                                                           |                                            |              | 515,367   |              |  |  | 1.9  | %
|David L. Parker, Ph.D., J.D.(5)                                                                      |                                            |              | 263,599   |              |  |  | *    |  
|James A. Merritt, M.D.(6)                                                                            |                                            |              | 256,788   |              |  |  | *    |  
|Shawn L. Gallagher(7)                                                                                |                                            |              | 253,926   |              |  |  | *    |  
|G. Thomas Finnegan III(8)                                                                            |                                            |              | 167,500   |              |  |  | *    |  
|William H. Cunningham, Ph.D.(9)                                                                      |                                            |              | 153,600   |              |  |  | *    |  
|Charles E. Long(10)                                                                                  |                                            |              | 181,600   |              |  |  | *    |  
|S. Malcolm Gillis, Ph.D.(11)                                                                         |                                            |              | 2,800     |              |  |  | *    |  
|All directors and executive officers as a group
    (14 people)(12)                                  |                                            |              | 8,683,569 |              |  |  | 29.5 | %



---



|  |                                                                       
|- | ----------------------------------------------------------------------
|* | Represents less than 1% of the outstanding shares
    of common stock.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In December 1999, Rhône-Poulenc S.A., the
    ultimate parent company of Rhône-Poulenc Rorer
    Pharmaceuticals Inc., combined with Hoechst AG, and the parties
    have combined Hoechst Marion Roussel, the pharmaceutical
    business of Hoechst AG, with that of Rhône-Poulenc Rorer to
    form Aventis Pharma. Rhône-Poulenc Rorer Pharmaceuticals
    Inc. is now known as Aventis Pharmaceuticals Inc. The share
    number includes 2,343,721 shares of our common stock
    issuable within 60 days of March 31, 2004 upon
    conversion of Series A non-voting convertible preferred
    stock held by Aventis Pharmaceuticals Inc.
|   
|(2) | Consists of 202,109 shares held by EJ
    Financial Enterprises, Inc., 3,099,067 shares held by EJ
    Financial/ Introgen Management L.P. and 134,800 shares held
    by Dr. Kapoor subject to stock options that are exercisable
    within 60 days of March 31, 2004. EJ Financial/
    Introgen Management L.P. is controlled by its general partner,
    EJ Financial Enterprises. Dr. Kapoor is Chairman of the
    Board of Directors of EJ Financial Enterprises. Dr. Kapoor
    disclaims beneficial ownership of the shares held by EJ
    Financial Enterprises and EJ Financial/ Introgen Management L.P.                            

9



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##### Table of Contents





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Consists of 1,346,979 shares held by
    Developtech Resources Corporation, 18,130 shares held by
    Domecq Technologies, Inc., 850,496 shares held by
    Debouchement, Ltd., and 685,840 shares held by
    Mr. Nance subject to stock options that are exercisable
    within 60 days of March 31, 2004. Mr. Nance is
    President and Chief Executive Officer of Developtech Resources
    Corporation, Domecq Technologies, Inc. and Debouchement, Ltd.
    Mr. Nance holds the right to vote for each entity and has
    dispositive control over the shares.
|   
|(4) | Consists of 176,279 shares of our common
    stock and 339,088 shares subject to stock options that are
    exercisable within 60 days of March 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(5) | Includes 231,788 shares subject to stock
    options that are exercisable within 60 days of
    March 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(6) | Includes 160,788 shares subject to stock
    options that are exercisable within 60 days of
    March 31, 2004. Dr. Merritt is no longer an executive
    officer with us but continues to provide services to us on a
    part time, as-needed basis for nominal compensation.                                                                                                                                                                                                                                                                                      
|   
|(7) | Includes 227,788 shares subject to stock
    options that are exercisable within 60 days of
    March 31, 2004. Mr. Gallagher is no longer an
    executive officer with us but continues to provide services to
    us on a part time, as-needed basis for nominal compensation.                                                                                                                                                                                                                                                                                    
|   
|(8) | Consists of 167,500 shares subject to stock
    options that are exercisable within 60 days of
    March 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(9) | Consists of 146,600 shares subject to stock
    options that are exercisable within 60 days of
    March 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                   



|     |                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 171,600 shares subject to stock
    options that are exercisable within 60 days of
    March 31, 2004.                                                                              
|    
|(11) | Consists of 2,800 shares subject to stock
    options that are exercisable within 60 days of
    March 31, 2004.                                                                             
|    
|(12) | Includes an aggregate of 2,817,080 shares
    subject to stock options held by our directors and executive
    officers as a group that are exercisable within 60 days of
    March 31, 2004.

Equity Compensation Plan Information

|                                                               |  |                   |       |                  |  |                      |      |  |  |  |       | 
|-------------------------------------------------------------- |  | ----------------- | ----- | ---------------- |  | -------------------- | ---- |  |  |  | ----- | 
|                                                               |  |                   |       |                  |  | (c)Number of        
|                                                               |  |                   |       |                  |  | Securities          
|                                                               |  | (a)Number of      |       |                  |  | Remaining Available 
|                                                               |  | Securities to be  |       | (b)Weighted-     |  | for Future Issuance 
|                                                               |  | Issued Upon       |       | Average Exercise |  | Under Equity        
|                                                               |  | Exercise of       |       | Price of         |  | Compensation Plans  
|                                                               |  | Outstanding       |       | Outstanding      |  | (Excluding          
|                                                               |  | Options, Warrants |       | Options,         |  | Securities Reflected
|                                                               |  | and Rights        |       | Warrants and     |  | in Column (a))      
|Plan Category                                                  |  | (in thousands)    |       | Rights           |  | (in thousands)      
|                                                               |  |                   |       |                  |  |                     
|Equity compensation plans approved by security
    holders     |  |                   | 5,156 |                  |  | $                    | 3.30 |  |  |  | 1,484 | 
|Equity compensation plans not approved by
    security holders |  |                   |      |                  |  |                      |     |  |  |  |      | 
|                                                               |  |                   |       |                  |  |                      |      |  |  |  |       | 
|Total                                                          |  |                   | 5,156 |                  |  | $                    | 3.30 |  |  |  | 1,484 | 
|                                                               |  |                   |       |                  |  |                      |      |  |  |  |       | 






|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

Pursuant to a purchase agreement executed on
June 30, 2001, we sold and issued 100,000 shares of a
new class of Series A Non-Voting Convertible Preferred
Stock, $.001 par value per share, convertible into
2,343,721 shares of our common stock, to Aventis
Pharmaceuticals Inc. for $25,000,000. We received the cash
payment and issued the shares on July 2, 2001. Aventis
Pharmaceuticals Inc., formerly known as Aventis Pharmaceuticals
Products Inc., is an affiliate of Aventis Holdings Inc., which
holds greater than five percent of our outstanding common stock.

Mahendra G. Shah, Ph.D., one of our
directors, was, until January 1, 2001, an employee of EJ
Financial Enterprises, Inc., one of our stockholders. John N.
Kapoor, Ph.D., the Chairman of our Board of Directors, is
the sole stockholder of EJ Financial Enterprises. We have a
consulting agreement with EJ Financial Enterprises pursuant to
which EJ Financial Enterprises provides services to us for
$175,000 per year. The agreement provides for the
assistance of EJ Financial Enterprises with our business
development, license negotiation, market analysis and general
corporate development. This agreement is automatically renewable
each July 1 for one-year terms, unless either party gives
30 days advance notice of termination.

10



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##### Table of Contents



David Parker, Ph.D., J.D., our Vice
President, Intellectual Property, is a partner with the law firm
Fulbright & Jaworski LLP, which provides legal services
to us as our primary outside counsel for intellectual property
matters.

We are in negotiations with Dr. Robert
Sobol, our Senior Vice President, Medical and Scientific
Affairs, to acquire a company of which he is the sole
shareholder. The terms of the proposed transaction have not been
determined, but the purchase price is likely to be between
$1 million and $2 million and to be paid in shares of
our common stock. We believe the technology which is owned by
Dr. Sobols company will be a valuable addition to our
intellectual property portfolio. We have endeavored to conduct
the negotiations at arms length, and any transaction would
be subject to the approval of our Audit Committee.






|         |                                           
|-------- | ------------------------------------------
|Item 14. | Principal Accounting Fees and
    Services

Fees Paid to Ernst & Young
LLP

The following table sets forth the costs we
incurred for services provided by Ernst & Young LLP,
our independent auditors, for the years ended December 31,
2003 and December 31, 2002.

|                   |            |              |        |        |  |   |         |         | 
|------------------ | ---------- | ------------ | ------ | ------ |  | - | ------- | ------- | 
|                   |            |             
|                   |            | Year Ended  
|                   |            | December 31,
|                   |            |             
|Fee Category       |            | 2002         |        | 2003  
|                   |            |              |        |       
|Audit Fees         |            | $            | 70,485 |        |  | $ | 113,250 |        
|Audit-Related Fees |            |              |       |        |  |   |        |        
|Tax Fees           |            |              | 10,915 |        |  |   | 9,735   |        
|All Other Fees     |            |              |       |        |  |   |        |        
|                   | Total Fees |              | $      | 81,400 |  |   | $       | 122,985 | 

Audit Fees.Consists
of fees billed for professional services rendered in connection
with the audit of the our consolidated financial statements and
review of the interim consolidated financial statements included
in the our quarterly reports and services that are normally
provided by Ernst & Young LLP in connection with
statutory and regulatory filings or engagements and includes
accounting services in connection with securities offerings.

Audit-Related Fees.Consists of fees billed for assurance and related services that
are reasonably related to the performance of the audit or review
of the our consolidated financial statements and are not
reported under Audit Fees. These services include
employee benefit plan audits, accounting consultations in
connection with acquisitions and divestitures, attest services
that are not required by statute or regulation and consultations
concerning financial accounting and reporting standards.

Tax Fees.Consists
of fees billed for professional services for tax compliance, tax
advice and tax planning. These services include assistance
regarding federal, state and international tax compliance, tax
audit defense, customs and duties, mergers and acquisitions,
divestitures and international tax planning.

All Other Fees.We
did not engage Ernst & Young LLP to perform services
not covered by the preceding three categories.

Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditors

The Audit Committees policy is to
pre-approve all services provided by the independent auditors.
These services may include audit services, audit-related
services, tax services and other services. The Audit Committee
may also pre-approve particular services on a case-by-case
basis. The independent auditors are required to periodically
report to the Audit Committee regarding the extent of services
provided by the independent auditors in accordance with such
pre-approval. The Audit Committee may also delegate pre-approval
authority to one of its members. Such members(s) must report any
such pre-approval to the Audit Committee at the next scheduled
meeting.

11



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##### Table of Contents



PART IV






|         |                                                                    
|-------- | -------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules and
    Reports on Form 8-K

(a) The following documents are filed as
part of this Amendment No. 2 on Form 10-K:

(3) Exhibits

|        |  |   |  |                                                                                                                                                                                  
|------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |   |  |                                                                                                                                                                                  
|Number  |  |   |  | Description of Document                                                                                                                                                          
|        |  |   |  |                                                                                                                                                                                  
|31.1    |  |  |  | Certification of Chief Executive Officer and
    Chief Financial Officer pursuant to Rule 13a-14(a) and
    Rule 15d-14(a) of the Securities Exchange Act, as amended            
|32.1    |  |  |  | Certification of Chief Executive Officer and
    Chief Financial Officer Pursuant to 18 U.S.C. 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002

(c) See Item 15(a)(3) above.

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##### Table of Contents






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 No. 2 to the Annual Report
on Form 10-K to be signed on its behalf by the undersigned
thereunto duly authorized in the City of Austin, Texas, this
May 14, 2004.



| |                            
| | ---------------------------
| | INTROGEN THERAPEUTICS, INC.



| |     |                           
| | --- | --------------------------
| | By: | /s/ JAMES W. ALBRECHT, JR.

| |                                                 
| | ------------------------------------------------
| |                                                 
| | James W. Albrecht, Jr.                          
| | Chief Financial Officer                         
| | (Principal Financial and Accounting
    Officer)

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this Amendment No. 2 to
the Annual Report on Form 10-K has been signed on behalf of
the Registrant by the following persons in the capacities and on
the dates indicated:

|                                                 |  |                                                                                        |  |              |  | 
|------------------------------------------------ |  | -------------------------------------------------------------------------------------- |  | ------------ |  | 
|                                                 |  |                                                                                        |  |             
|Signature                                        |  | Title                                                                                  |  | Date        
|                                                 |  |                                                                                        |  |             
|                                                
|*(David G. Nance)                                |  | President, Chief Executive
    Officer, and Director (Principal
    Executive Officer) |  | May 14, 2004
|                                                
|/s/ JAMES W. ALBRECHT, JR.James W. Albrecht, Jr. |  | Chief Financial Officer
    (Principal Financial and Accounting Officer)               |  | May 14, 2004
|                                                
|*(John N. Kapoor, Ph.D.)                         |  | Chairman of the Board and Director                                                     |  | May 14, 2004
|                                                
|*(William H. Cunningham, Ph.D.)                  |  | Director                                                                               |  | May 14, 2004
|                                                
|*(S. Malcolm Gillis, Ph.D.)                      |  | Director                                                                               |  | May 14, 2004
|                                                
|*(Charles E. Long)                               |  | Director                                                                               |  | May 14, 2004
|                                                
|*(Mahendra G. Shah, Ph.D.)                       |  | Director                                                                               |  | May 14, 2004
|                                                
|*By:                                             |  | /s/ JAMES W. ALBRECHT, JR.(James W. Albrecht, Jr.)Attorney-in-Fact                     |  |              |  | 

13



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EXHIBIT INDEX

|        |  |   |  |                                                                                                                                                                                  
|------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |   |  |                                                                                                                                                                                  
|Number  |  |   |  | Description of Document                                                                                                                                                          
|        |  |   |  |                                                                                                                                                                                  
|31.1    |  |  |  | Certification of Chief Executive Officer and
    Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
    15d-14(a) of the Securities Exchange Act, as amended            
|32.1    |  |  |  | Certification of Chief Executive Officer and
    Chief Financial Officer Pursuant to 18 U.S.C. 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002